eaton corp

EATON CORP

FORM S-4

(Securities Registration: Business Combination)

Filed 09/06/13

Address EATON CTR

1111 SUPERIOR AVE

CLEVELAND, OH 44114-2584

Telephone 2165235000

CIK 0000031277

SIC Code 3590 - Miscellaneous Industrial And Commercial

Industry Electronic Instr. & Controls

Sector Technology

Fiscal Year 12/31

http://www.edgar-online.com

© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of Contents

As filed with the Securities and Exchange Commission on September 6, 2013

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EATON CORPORATION

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Ohio

(State or other jurisdiction of

3590

(Primary Standard Industrial

34-0196300

(I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)

1000 Eaton Boulevard

Cleveland, Ohio 44122

(440) 523-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas E. Moran

Senior Vice President and Secretary


Cleveland, Ohio 44122

(440) 523-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to :

Richard Fenyes, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Approximate date of commencement of proposed exchange offers:

As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

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

Large accelerated filer Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company

(Eaton Corporation plc, a co-registrant which owns 100% of Eaton Corporation and will fully and unconditionally guarantee the securities being registered hereunder, is a large accelerated filer.)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Amount to be

Registered

Proposed

Maximum

Offering Price

Per Note

Proposed

Maximum

Aggregate

Offering Price(1) Securities to be Registered

0.950% Senior Notes due 2015

Guarantees of 0.950% Senior Notes due 2015(2)









$600,000,000

N/A

$1,000,000,000

N/A

$1,600,000,000

N/A

$700,000,000

N/A

$1,000,000,000

N/A

100%

N/A

100%

N/A

100%

N/A

100%

N/A

100%

N/A

$600,000,000

N/A

N/A

N/A

$700,000,000

N/A

N/A

$1,000,000,000

$1,600,000,000

$1,000,000,000

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(2) See inside facing page for table of registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

Amount of

Registration Fee

$81,840

N/A(3)

$136,400

N/A(3)

$218,240

N/A(3)

$95,480

N/A(3)

$136,400

N/A(3)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


Exact Name of Registrant Guarantor as

Specified in its Charter

(or Other Organizational Document)

Eaton Corporation plc

Turlock B.V.

Eaton US Holdings, Inc.

Eaton Controls (Luxembourg) S.à r.l.

Eaton Technologies (Luxembourg) S.à r.l.

Eaton Aeroquip LLC

Eaton Aerospace LLC

Eaton Hydraulics LLC

Eaton Leasing Corporation

Wright Line Holding, Inc.

Wright Line LLC

Cooper Industries

Eaton Electric Holdings LLC

Cooper Offshore Holdings Ltd.

Cooper B-Line, Inc.

Cooper Bussmann, LLC

Cooper Crouse-Hinds, LLC

Cooper Lighting, LLC

Cooper Power Systems, LLC

Cooper Wiring Devices, Inc.

Table of Additional Registrant Guarantors

State of Other

Jurisdiction of

Incorporation or

Organization

Ireland

I.R.S.

Employer

Identification

Number

98-1059235

Netherlands 98-1116699

45-5551329 Ohio

Luxembourg 98-1116654

Luxembourg 98-1116656

Ohio

Delaware

26-3155882

34-1926527

Delaware

Ohio

Delaware

Delaware

Ireland

Delaware

Bermuda

Delaware

Delaware

Delaware

Delaware

Delaware

New York

26-3155993

34-1349740

20-0797854

03-0471268

98-0632292

76-0518215

98-0357009

76-0638615

46-1039791

52-2025211

76-0554120

76-0253330

11-0701510

Address, Including Zip Code and Telephone Number,

Including Area Code, of Registrant Guarantor’s

Principal Executive Offices

70 Sir John Rogerson’s Quay, Dublin 2, Ireland

+353 1 232 2000


+353 1 232 2000

1000 Eaton Boulevard, Cleveland, OH 44122

(440) 523-5000


+353 1 232 2000


+353 1 232 2000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


+353 1 232 2000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


(440) 523-5000


The information in this prospectus is not complete and may be changed. We may not offer these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 2013

PRELIMINARY PROSPECTUS

Eaton Corporation

Offers to Exchange (the “exchange offers”)

$600,000,000 aggregate principal amount of its 0.950% Senior Notes due 2015 (the “2015 Exchange Notes”), $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2017 (the “2017 Exchange Notes”), $1,600,000,000 aggregate principal amount of its

2.750% Senior Notes due 2022 (the “2022 Exchange Notes”), $700,000,000 aggregate principal amount of its 4.000% Senior Notes due

2032 (the “2032 Exchange Notes”) and $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2042 (the “2042

Exchange Notes” and, together with the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes and the 2032

Exchange Notes, the “Exchange Notes”), each of which have been registered under the Securities Act of 1933, as amended (the

“Securities Act”), for any and all of its outstanding unregistered 0.950% Senior Notes due 2015 (the “Outstanding 2015 Notes”), 1.500%

Senior Notes due 2017 (the “Outstanding 2017 Notes”), 2.750% Senior Notes due 2022 (the “Outstanding 2022 Notes”), 4.000% Senior

Notes due 2032 (the “Outstanding 2032 Notes”) and 4.150% Senior Notes due 2042 (the “Outstanding 2042 Notes” and, together with the Outstanding 2015 Notes, the Outstanding 2017 Notes, the Outstanding 2022 Notes and the Outstanding 2032 Notes, the

“Outstanding Notes”), respectively.

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered Outstanding Notes

for freely tradable notes that have been registered under the Securities Act.

The exchange offers

• We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn for an equal principal amount of

Exchange Notes that are freely tradable.

• You may withdraw tenders of Outstanding Notes at any time prior to the expiration date of the applicable exchange offer.

• The exchange offers expire at 12:00 a.m. midnight, New York City time, on , 2013, unless extended. We do not currently intend to extend the expiration date.

• The exchange of the relevant Outstanding Notes for the relevant Exchange Notes in the exchange offers will not be a taxable event for United States federal income tax purposes.

• The terms of the relevant Exchange Notes to be issued in the exchange offers are substantially identical to the relevant Outstanding

Notes, except that the Exchange Notes will be freely tradable.

Results of the exchange offers

• The Exchange Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the Exchange Notes on a national market.

All untendered Outstanding Notes will continue to be subject to the restrictions on transfer set forth in the Outstanding Notes and in the indenture. In general, the Outstanding Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the Outstanding Notes under the Securities Act.

See “ Risk Factors ” beginning on page 10 for a discussion of certain risks that you should consider before participating in the

applicable exchange offer.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the

Exchange Notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation

to the contrary is a criminal offense.

The date of this prospectus is , 2013.


You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it.

We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS

Forward-Looking Statements

Prospectus Summary

Summary Selected Historical Financial Data

Risk Factors

Use of Proceeds

Ratio of Earnings to Fixed Charges

Capitalization

The Exchange Offers

Description of Exchange Notes

United States Federal Income Tax Consequences

Plan of Distribution

Where You Can Find More Information

Incorporation by Reference

Legal Matters

Experts

Page

i

1

9

10

19

19

20

22

32

46

46

47

47

48

48


FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated into it by reference contain forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All statements, trend analyses and other information contained herein about the markets for our services and products and future trends, plans, events, results of operations or financial condition, as well as other statements identified by the use of forward-looking terminology, including “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,”

“goal,” “forecast,” “guidance,” “predict,” “project,” “intend,” “may,” “possible,” “potential” or the negative of these terms or other similar words, phrases or expressions, constitute forward-looking statements. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results, the ability to generate sales, income or cash flow, to realize cost savings or other benefits associated with mergers and acquisitions or to pay dividends are forward-looking statements. These forward-looking statements are not historical facts but instead represent only our expectations, estimates and projections regarding future events, based on current beliefs of management as well as assumptions made by, and information currently available to, management. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, many of which are outside of our control, which may include the risk factors set forth in this prospectus and other market, business, legal and operational uncertainties discussed elsewhere in this prospectus and the documents which are incorporated herein by reference. The following factors or uncertainties could cause actual results to differ materially from those in the forward-looking statements: unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; competitive pressures on sales and pricing; increases in the cost of material and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock and commodity market and currency fluctuations; and unanticipated deterioration of economic and financial conditions in the United States and around the world.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in Eaton Corporation plc’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as updated in Exhibit 99.1 to Eaton Corporation plc’s Current Report on Form 8-K dated September 6, 2013, Quarterly Report on Form-10Q for the period ended March 31, 2013, Quarterly Report on Form 10-Q for the period ended June 30, 2013 as updated in Exhibit 99.5 to Eaton

Corporation plc’s Current Report on Form 8-K dated September 6, 2013 and other documents filed by Eaton Corporation plc from time to time with the SEC and incorporated herein by reference.

Actual results might differ materially from those expressed or implied by these forward-looking statements because these forward-looking statements are subject to assumptions and uncertainties. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus or the date of any document incorporated by reference. All subsequent written and oral forwardlooking statements concerning the exchange offers or the other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by applicable law or regulation, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus or any document incorporated by reference might not occur. i


PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in the Exchange Notes. You should carefully read this entire prospectus, including the information presented under the heading “Risk Factors” and the more detailed discussion about risks, financial information and the historical financial statements and related notes incorporated by reference into this prospectus, which are described under “Where You Can Find More Information” in this prospectus. Unless the context otherwise requires or indicates, in this prospectus,

“we,” “us,” “our,” “Parent” and the “Company” refer to Eaton Corporation plc and its consolidated subsidiaries.

Information about the Company

Eaton Corporation plc was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton

Corporation on November 30, 2012, in connection with the consummation of the acquisition of Cooper Industries plc. We are a diversified power management company providing energy-efficient solutions that help our customers effectively manage electrical, hydraulic and mechanical power. We are a global technology leader in electrical products, systems and services for power quality, distribution and control, power transmission, lighting and wiring products; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. We have approximately 102,000 employees and sells products to customers in 175 countries.

Our principal executive offices are located at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.

1


The Exchange Offers

In this prospectus, the term “Outstanding Notes” refers collectively to the outstanding unregistered 0.950% Senior Notes due 2015

(the “Outstanding 2015 Notes”), 1.500% Senior Notes due 2017 (the “Outstanding 2017 Notes”), 2.750% Senior Notes due 2022 (the

“Outstanding 2022 Notes”), 4.000% Senior Notes due 2032 (the “Outstanding 2032 Notes”) and 4.150% Senior Notes due 2042 (the

“Outstanding 2042 Notes”). The term “Exchange Notes” refers collectively to the 0.950% Senior Notes due 2015 (the “2015 Exchange

Notes”), the 1.500% Senior Notes due 2017 (the “2017 Exchange Notes”), the 2.750% Senior Notes due 2022 (the “2022 Exchange

Notes”), the 4.000% Senior Notes due 2032 (the “2032 Exchange Notes”) and the 4.150% Senior Notes due 2042 (the “2042 Exchange

Notes”), as registered under the Securities Act of 1933, as amended (the “Securities Act”). The term “Notes” refers collectively to the

Outstanding Notes and the Exchange Notes.

General In connection with the private placement of the Outstanding Notes, Eaton Corporation

(“Eaton”) and the guarantors of the Outstanding Notes (“Guarantors”) entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to deliver this prospectus to you and to complete the applicable exchange offers within 360 days after the date of original issuance of the applicable Outstanding

Notes. You are entitled to exchange in the applicable exchange offers your

Outstanding Notes for the Exchange Notes of the corresponding series which are identical in all material respects to the Outstanding Notes except:

• the Exchange Notes have been registered under the Securities Act;

• the Exchange Notes are not entitled to any registration rights which are applicable to the Outstanding Notes under the registration rights agreement; and

• the additional interest provisions of the registration rights agreement are no longer applicable.

The Exchange Offers Eaton is offering to exchange:

• up to $600,000,000 aggregate principal amount of its 2015 Exchange Notes which have been registered under the Securities Act for any and all of the Outstanding

2015 Notes;

• up to $1,000,000,000 aggregate principal amount of its 2017 Exchange Notes which have been registered under the Securities Act for any and all of the

Outstanding 2017 Notes;


Outstanding 2022 Notes;

• up to $700,000,000 aggregate principal amount of its 2032 Exchange Notes which have been registered under the Securities Act for any and all of the Outstanding

2032 Notes; and


Outstanding 2042 Notes.

2


Resale

Expiration Date

Withdrawal

You may only exchange Outstanding Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof, and any unexchanged portion of an Outstanding

Note must be in a principal amount of $2,000 or an integral multiples of $1,000 in excess thereof.

Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the Exchange Notes issued pursuant to the exchange offers in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of

Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:

• you are acquiring the Exchange Notes in the ordinary course of your business; and

• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange

Notes.

If you are a broker-dealer and receive Exchange Notes for your own account in exchange for Outstanding Notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the Exchange Notes. See “Plan of

Distribution.”

Any holder of Outstanding Notes who:

• is our affiliate;

• does not acquire Exchange Notes in the ordinary course of its business; or

• tenders its Outstanding Notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of Exchange Notes cannot rely on the position of the staff of the SEC enunciated in Morgan

Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings

Corporation (available May 13, 1988), as interpreted in Shearman & Sterling

(available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange

Notes.

The exchange offers will expire at 12:00 a.m. midnight, New York City time, on

, 2013, unless extended by Eaton. Eaton does not currently intend to extend the expiration date.

You may withdraw the tender of your Outstanding Notes at any time prior to the expiration of the applicable exchange offer. Eaton will

3


Conditions to the Exchange Offers

Procedures for Tendering Outstanding Notes

Special Procedures for Beneficial Owners return to you any of your Outstanding Notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the applicable exchange offer.

The exchange offers are subject to customary conditions, which Eaton may waive. See

“The Exchange Offers—Conditions to the Exchange Offers.”

If you wish to participate in the exchange offers, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal.

You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the Outstanding Notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

If you hold Outstanding Notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offers, you must comply with the Automated

Tender Offer Program procedures (“ATOP”) of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;

• you are acquiring the Exchange Notes in the ordinary course of your business; and

• if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such Exchange Notes.

If you comply with ATOP, you need not deliver a letter of transmittal in order to participate in the exchange offers.

If you are a beneficial owner of Outstanding Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those Outstanding Notes in the applicable exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those

Outstanding Notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your

Outstanding Notes, either make

4


Guaranteed Delivery Procedures

Effect on Holders of Outstanding Notes

Consequences of Failure to Exchange appropriate arrangements to register ownership of the Outstanding Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

If you wish to tender your Outstanding Notes and your Outstanding Notes are not immediately available or you cannot deliver your Outstanding Notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your Outstanding Notes according to the guaranteed delivery procedures set forth in this prospectus under

“The Exchange Offers—Guaranteed Delivery Procedures.”

As a result of the making of, and upon acceptance for exchange of, all validly tendered

Outstanding Notes pursuant to the terms of the exchange offers, Eaton and the

Guarantors will have fulfilled a covenant under the registration rights agreement.

Accordingly, there will be no increase in the interest rate on the Outstanding Notes under the circumstances described in the registration rights agreement. If you do not tender your Outstanding Notes in the applicable exchange offer, you will continue to be entitled to all the rights and limitations applicable to the Outstanding Notes as set forth in the indenture; however, as a result of the making of, and upon acceptance for exchange of, all validly tendered Outstanding Notes pursuant to the terms of the exchange offers, Eaton and the Guarantors will not have any further obligation to you to provide for the exchange and registration of the Outstanding Notes under the registration rights agreement. To the extent that the Outstanding Notes are tendered and accepted in the exchange offers, the trading market for the Outstanding Notes that are not so tendered and accepted could be adversely affected.

All untendered Outstanding Notes will continue to be subject to the restrictions on transfer set forth in the Outstanding Notes and in the indenture. In general, the

Outstanding Notes may not be offered or sold, unless registered under the Securities

Act, except pursuant to an exemption from, or in a transaction not subject to, the

Securities Act and applicable state securities laws. Other than in connection with the exchange offers, Eaton and the Guarantors does not currently anticipate that it will register the Outstanding Notes under the Securities Act.

5


United States Federal Income Tax Consequences The exchange of Outstanding Notes for Exchange Notes in the exchange offers will not constitute a taxable event to holders for United States federal income tax purposes.

See “United States Federal Income Tax Consequences.”

Use of Proceeds We will not receive any cash proceeds from the issuance of the Exchange Notes in the exchange offers. See “Use of Proceeds.”

Exchange Agent The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth under “The Exchange Offers—Exchange Agent.”

6


The Exchange Notes

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Exchange Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the Exchange Notes. The Exchange Notes will have terms identical in all material respects to the

Outstanding Notes, except that the Exchange Notes will not contain terms with respect to transfer restrictions, registration rights and

additional interest for failure to observe certain obligations in the registration rights agreement.

Issuer Eaton Corporation, an Ohio corporation

Securities Offered $600,000,000 aggregate principal amount of the 2015 Exchange Notes,

$1,000,000,000 aggregate principal amount of the 2017 Exchange Notes,

$1,600,000,000 aggregate principal amount of the 2022 Exchange Notes,

$700,000,000 aggregate principal amount of the 2032 Exchange Notes, and

$1,000,000,000 aggregate principal amount of the 2042 Exchange Notes.

Maturity Date The 2015 Exchange Notes will mature on November 2, 2015, the 2017 Exchange Notes will mature on November 2, 2017, the 2022 Exchange Notes will mature on November 2, 2022, the 2032 Exchange Notes will mature on November 2, 2032, and the 2042 Exchange Notes will mature on November 2, 2042.

Interest Interest on the 2015 Exchange Notes will be payable in cash and will accrue at a rate of

0.950% per annum, interest on the 2017 Exchange Notes will be payable in cash and will accrue at a rate of



4.000% per annum, and interest on the 2042 Exchange Notes will be payable in cash and will accrue at a rate of

4.150% per annum.

Interest Payment Dates May 2 and November 2, beginning on May 2, 2013. Interest will accrue from the most recent interest payment date preceding the exchange offers.

Guarantees The Exchange Notes will be fully and unconditionally guaranteed on an unsubordinated unsecured basis by Parent and certain of its subsidiaries.

Ranking The Exchange Notes and the guarantees will be Eaton and the Guarantors’ unsecured, unsubordinated obligations and will:

• rank equally with all of Eaton and the Guarantors’ existing and future unsecured unsubordinated indebtedness;

• be effectively subordinated to any of Eaton and the Guarantors’ existing and future secured obligations, to the extent of the value of the collateral securing such obligations;

7


• be senior in right of payment to any of Eaton and the Guarantors’ obligations that are by their terms expressly subordinated or junior in right of payment to the Exchange Notes and the guarantees; and

• will be structurally subordinated to the existing and future obligations of our subsidiaries that do not guarantee the Exchange Notes.

See note 15 and note 14, respectively, to the Consolidated Financial Statements in Exhibits

99.1 and 99.5 of our Current Reports on Form 8-K filed with the SEC on September 6, 2013 for the condensed consolidating financial information of the Guarantors and our subsidiaries that will not guarantee the Exchange Notes.

Optional Redemption

As of June 30, 2013, on a pro forma basis, we would have had a de minimis amount of secured indebtedness for borrowed money outstanding.

We may redeem the Exchange Notes of any series, in whole or in part, at any time or from time to time at the applicable make-whole premium redemption price as described under

“Description of Exchange Notes—Optional Redemption.”

Change of Control Offer Upon the occurrence of a Change of Control Triggering Event (as defined below) with respect to the Exchange Notes, unless we have exercised our option to redeem the Exchange Notes by notifying the holders to that effect, we will be required to offer to repurchase such Notes at the price described in this prospectus. See “Description of Exchange Notes—Change of Control

Offer.”

Authorized Denominations

Public Market

Minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

The Exchange Notes will be freely transferrable. Although the initial purchasers in the private offering of the unregistered Outstanding Notes have informed us that they intend to make a market in the Exchange Notes, they are not obligated to do so and they may discontinue market-making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the Exchange Notes will be maintained. See “Risk Factors—An active trading market for the Exchange Notes may not develop.”

Trustee

Governing Law

The Bank of New York Mellon Trust Company, N.A.

New York

You should carefully consider all the information contained or incorporated by reference in the prospectus prior to exchanging your

Outstanding Notes. In particular, we urge you to carefully consider the factors set forth in the section entitled “Risk Factors”.

8


SUMMARY SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth summary historical financial and other operating data of Eaton Corporation plc and its consolidated subsidiaries at the dates and for the periods indicated. The summary historical balance sheet data as of December 31, 2012 and 2011 and the summary historical operating information and other financial data as of and for each of the fiscal years ended December 31, 2012, 2011 and

2010 is derived from the audited financial statements of Parent incorporated by reference in this prospectus. The summary historical balance sheet data as of December 31, 2010 is derived from the audited financial statements of Parent, which are not incorporated by reference in this prospectus. The summary historical balance sheet data as of June 30, 2013 and the summary historical operating information and other financial data as of and for the six-month periods ended June 30, 2013 and 2012 is derived from the unaudited financial statements of Parent for the six months ended June 30, 2013, which is incorporated by reference in this prospectus. The summary historical balance sheet data as of June 30, 2012 is derived from unaudited financial statements of Parent which are not incorporated by reference in this prospectus. The unaudited financial statements of Parent have been prepared on the same basis as the audited financial statements of Parent and reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such financial statements in all material respects. The results for any interim period are not necessarily indicative of the results that may be expected for a full year or any future period.

This information is only a summary. You should read the data set forth in the table below in conjunction with the financial statements of Parent and the accompanying notes in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and Quarterly

Report on Form 10-Q for the six month period ended June 30, 2013, each as updated in Exhibits 99.1 and 99.5, respectively, to our Current

Reports on Form 8-K filed with the SEC on September 6, 2013, and each of which is incorporated by reference in this prospectus.

Six months ended

2013

June 30,

2012 2012

Year ended December 31,

(in millions)

2011 2010

INCOME STATEMENT DATA:

Net income

Less net income for noncontrolling interests

$ 877 $ 693 $ 1,220 $ 1,352 $ 937

(5 ) — (3 ) (2 ) (8 )

Net income attributable to Parent ordinary shareholders 872 693 1,217 1,350 929

BALANCE SHEET DATA (at period end):

Total assets

Long-term debt

Total debt

Shareholders’ equity

RATIO OF EARNINGS TO FIXED CHARGES

$ 35,257 $ 18,554 $ 36,284 $ 17,873 $ 17,252

9,069 3,678 9,762 3,366 3,382

9,759 4,373 10,833 3,773 3,458

15,388 7,937 15,113 7,469 7,362

5.88x 7.73x 4.83x 7.41x 5.50x

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RISK FACTORS

Any investment in the Exchange Notes involves a high degree of risk. You should carefully consider the risks described below and all of the information included in or incorporated by reference in this prospectus before deciding whether to tender the Outstanding Notes in the exchange offers. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-looking Statements” in this prospectus. You should also read and consider the risks discussed in our Annual Report on Form 10-K for the fiscal year ended December 31,

2012 and Quarterly Reports on Form 10-Q for the periods ended March 31, 2013 and June 30, 2013, which are incorporated by reference in

this prospectus. See “Where You Can Find More Information.”

Risks Related to the Exchange Offers

If you choose not to exchange your Outstanding Notes, the present transfer restrictions will remain in force and the market price of

your Outstanding Notes could decline.

If you do not exchange your Outstanding Notes for Exchange Notes in the exchange offers, you will continue to be subject to restrictions on transfer of your Outstanding Notes as set forth in the applicable offering memorandum distributed in connection with the private offering of the Outstanding Notes. In general, the Outstanding Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act. You should refer to “Prospectus Summary—The Exchange Offers” and “The

Exchange Offers” for information about how to tender your Outstanding Notes.

The tender of Outstanding Notes under the exchange offers will reduce the outstanding amount of the Outstanding Notes, which may have an adverse effect upon, and increase the volatility of, the market price of the Outstanding Notes not exchanged in the exchange offers due to a reduction in liquidity.

Certain persons who participate in the exchange offers must deliver a prospectus in connection with resales of the Exchange Notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp. , SEC no-action letter (April 13, 1988),

Morgan Stanley & Co. Inc. , SEC no-action letter (June 5, 1991) and Shearman & Sterling , SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the Exchange Notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” certain holders of

Exchange Notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer the

Exchange Notes. If such a holder transfers any Exchange Notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not and will not assume, or indemnify such a holder against, this liability.

Risks Relating to the Exchange Notes

Claims of holders will be structurally subordinated to claims of creditors of our subsidiaries that do not guarantee the Exchange Notes.

The Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Parent and the other Guarantors, to the extent such Guarantors guarantee Eaton’s revolving credit facilities, and each will rank equally in right of payment with our and the Guarantors’ existing and future senior indebtedness and

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Table of Contents will rank senior to all of our and the Guarantors’ existing and future subordinated indebtedness, if any. The Exchange Notes will not be guaranteed by certain of our subsidiaries. Accordingly, claims of holders of the Exchange Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of these subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or our creditors, including the holders of the Exchange Notes.

See note 15 and note 14, respectively, to the Consolidated Financial Statements in Exhibits 99.1 and 99.5 of our Current Reports on Form

8-K filed with the SEC on September 6, 2013 for the condensed consolidating financial information of the Guarantors and our subsidiaries that will not guarantee the Exchange Notes.

Payment on the Exchange Notes, including under the guarantees, will be effectively subordinated to claims of secured creditors.

The Exchange Notes are our unsecured general obligations. Accordingly, any of our secured creditors will have claims that are superior to the claims of holders of the Exchange Notes to the extent of the value of the assets securing that other indebtedness. Similarly, the guarantees will effectively rank junior to any secured debt of the Guarantors to the extent of the value of the assets securing the debt. In the event of any distribution or payment of our, or the Guarantors’, assets in any foreclosure, dissolution, winding-up, liquidation, examination, reorganization or other bankruptcy proceeding, our secured creditors, or the secured creditors of the Guarantors, respectively, will have a superior claim to their collateral. If any of the foregoing events occur, we cannot assure you that there will be sufficient assets to pay amounts due on the Exchange

Notes. Holders of the Exchange Notes will participate ratably with all holders of our unsecured senior indebtedness, and with all of our other general senior creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. As a result, holders of

Exchange Notes may receive less, ratably, than our secured creditors. As of June 30, 2013, on a pro forma basis, we would have had a de minimis amount of secured indebtedness outstanding.

An active trading market for the Exchange Notes may not develop.

There is no existing market for the Exchange Notes and we do not intend to apply for listing of the Exchange Notes on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that a trading market for the Exchange Notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the Exchange Notes, your ability to sell your Exchange Notes or the price at which you will be able to sell your Exchange Notes. Future trading prices of the

Exchange Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the thencurrent ratings assigned to the Exchange Notes and the market for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:

• time remaining to the maturity of the Exchange Notes;

• outstanding amount of the Exchange Notes;

• the terms related to optional redemption of the Exchange Notes; and

• level, direction and volatility of market interest rates generally.

The initial purchasers have advised us that they currently intend to make a market in the Notes, but they are not obligated to do so and may cease market making at any time without notice.

We may still incur significantly more indebtedness, which could further increase the risks associated with our indebtedness and affect

our credit ratings.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. The Indenture (as defined below) does not contain significant restrictions on our and our subsidiaries’ ability to incur additional

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Table of Contents indebtedness and the indebtedness we and our subsidiaries incur could be substantial. If new indebtedness is added to our and our subsidiaries’ debt levels, the related risks that we and they face would be increased, and we may not be able to meet all of our debt obligations, including repayment of the notes, in whole or in part.

The incurrence of additional indebtedness could also affect our credit ratings. Credit ratings are continually revised. Any downgrade in

Eaton’s credit rating could adversely affect the trading price of the Exchange Notes or the trading markets for the Exchange Notes to the extent trading markets for the Exchange Notes develop.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments

received from guarantors.

Eaton’s creditors or the Guarantors’ creditors could challenge the issuance of the Exchange Notes and the related guarantees as fraudulent conveyances or on other grounds. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws and Irish or

Luxembourg bankruptcy, insolvency, fraudulent transfer, examinership or similar laws, the delivery of the notes or the guarantees could be found to be a fraudulent transfer and declared void. In the case of U.S. federal bankruptcy laws, if a court determined that Eaton or the relevant

Guarantor, at the time it incurred the indebtedness evidenced by the exchange note or its guarantee, as applicable, (1) delivered the exchange note or guarantee, as applicable, with the intent to hinder, delay or defraud its existing or future creditors; or (2) received less than reasonably equivalent value or did not receive fair consideration for the delivery of the exchange note or guarantee, as applicable, and any of the following three conditions apply:

• Eaton or the Guarantor was insolvent or rendered insolvent by reason of issuing or delivering the exchange note or guarantee;

• Eaton or the Guarantor was engaged in a business or transaction for which Eaton’s or the Guarantor’s remaining assets constituted unreasonably small capital; or

• Eaton or the Guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay such debts at maturity.

In addition, any payment by Eaton or that Guarantor pursuant to the Exchange Notes or its guarantee, as applicable, could be voided and required to be returned to Eaton or the Guarantor, or to a fund for the benefit of the creditors of Eaton or the Guarantor, as applicable. In any such case, the right of noteholders to receive payments in respect of the Exchange Notes from Eaton or any such Guarantor, as applicable, would be effectively subordinated to all indebtedness and other liabilities of Eaton or that guarantor.

The indenture governing the Exchange Notes will limit the liability of each Guarantor on its guarantee to the maximum amount that such

Guarantor can incur without risk that is guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the notes in full when due.

If a court declares the Exchange Notes or guarantees to be void, or if the Exchange Notes or guarantees must be limited or voided in accordance with their terms, any claim a noteholder may make against us or amounts payable on the Exchange Notes would, with respect to amounts claimed against us or the Guarantors, be subordinated to our indebtedness and the indebtedness of the Guarantors, including trade payables. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, Eaton or a Guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

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• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that on a consolidated basis, after giving effect to the issuance of the notes and the guarantee of the notes, we and the Guarantors will not be insolvent, will not have unreasonably small capital for the business in which we are engaged and will not have incurred debts beyond our or their ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

As companies incorporated in Ireland, two of the Guarantors are subject to Irish insolvency law under which certain categories of

preferential debts could be paid in priority to the claims of holders of the Exchange Notes upon liquidation.

As an Irish incorporated company, an Irish guarantor may be wound up under Irish law. On a liquidation of an Irish company, certain categories of preferential debts and the claims of secured creditors would be paid in priority to the claims of unsecured creditors. Such preferential debts would comprise, among other things, any amounts owed in respect of local rates and certain amounts owed to the Irish

Revenue Commissioners for income/corporation/capital gains tax, value added tax, employee taxes, social security and pension scheme contributions and remuneration, salary and wages of employees and certain contractors and the expenses of liquidation and examinership (if any). If an Irish guarantor becomes subject to an insolvency proceeding and if that guarantor has obligations to creditors that are treated under

Irish law as creditors that are senior relative to the holders of the Notes, the holders of the Notes may suffer losses as a result of their subordinated status during such insolvency proceedings.

Under Irish insolvency law, a liquidator of an Irish guarantor could apply to court to have set aside certain transactions entered into by that

Irish guarantor before the commencement of liquidation. Section 286 of the Irish Companies Act, 1963 provides that any conveyance, mortgage, delivery of goods, payment, execution or other act relating to property made or done by or against a company which is unable to pay its debts as they become due, to any creditor, within six months of the commencement of a winding up of the company, with a view to giving such creditor

(or any surety or guarantor of the debt due to such creditor) a preference over its other creditors shall, if the company is at the time of the commencement of the winding-up unable to pay its debts (taking into account the contingent and prospective liabilities), be deemed a fraudulent preference of its creditors and be invalid accordingly. Where the conveyance, mortgage, delivery of goods, payment, execution or other action is in favour of a connected person the six month period is extended to two years. In addition, any such act in favour of a connected person is deemed a preference over the other creditors and as such to be a fraudulent preference and invalid accordingly.

Under section 139 of the Irish Companies Act, 1990, if it can be shown on the application of a liquidator, creditor or contributory of a company which is being wound up to the satisfaction of the Irish High Court that any property of such company was disposed of and the effect of such a disposal was to “perpetrate a fraud” on the company, its creditors or members, the Irish High Court may, if it deems it just and equitable, order any person who appears to have “use, control or possession” of such property or the proceeds of the sale or development thereof to deliver it or pay a sum in respect of it to the liquidator on such terms as the Irish High Court sees fit. In deciding whether it is just and equitable to make an order under section 139, the Irish High Court must have regard to the rights of persons who have bona fide and for value acquired an interest in the property the subject of the application.

Examinership is a legal mechanism in Ireland for the temporary protection and potential rescue or reconstruction of an ailing but potentially viable Irish company. An Irish company, its directors, 10%+

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Table of Contents shareholders with voting rights and its creditors are entitled to petition the Irish Court to place a company into examinership and seek the appointment of an examiner.

While a company is in examinership, it may not be wound up, creditors may not enforce their claims or their security in respect of the company or its assets, and proceedings cannot be issued or potentially continued against it without the leave of the Irish High Court. Further, a company in examinership cannot discharge any liability incurred by it before the presentation to the Irish Court of the petition for examinership except in strictly defined circumstances. The examiner also has the power to disregard a negative pledge given by the company prior to his appointment.

Where possible, an examiner will formulate proposals for a compromise or scheme of arrangement in respect of a company in examinership (the “Proposals”) which he/she believes will ensure the survival of the company or the whole or any part of its undertaking as a going concern. The Proposals will detail, among other things, how each class of creditor is to be treated in the context of the examinership and in particular the dividend, if any, they are to receive. The Proposals are put before the various classes of creditors and members of the company for consideration and may ultimately be approved by the Irish Court in certain prescribed circumstances.

If, for any reason, an examiner was appointed to an Irish guarantor while any amounts due under the Exchange Notes were unpaid, the primary risks to the holders of the Exchange Notes are as follows:

(i) the Trustee, on behalf of the holders of the Exchange Notes, would not be able to take proceeding to enforce rights under the guarantee against such Irish guarantor during the period of examinership;

(ii) a scheme of arrangement may be approved involving the writing down of the debt due by such Irish guarantor to the holders of the

Exchange Notes irrespective of their views;

(iii) an examiner may seek to set aside any negative pledge given by such Irish guarantor prohibiting the creation of security or the incurring of borrowings by such Irish guarantor to enable the examiner to borrow to fund such Irish guarantor during the protection period; and

(iv) in the event that a scheme of arrangement is not approved and such Irish guarantor subsequently goes into liquidation, the examiner’s remuneration and expenses (including certain borrowings incurred by the examiner on behalf of such Irish guarantor and approved by the Irish

High Court) and the claims of certain other creditors referred to above (including the Irish Revenue Commissioners for certain unpaid taxes) will take priority over the amounts due by such Irish guarantor to the holders of the Exchange Notes.

Furthermore, the Irish High Court may order that an examiner shall have any of the powers of a liquidator appointed by the Irish High

Court would have, which could include the power to apply to have transactions set aside under section 286 of the Irish Companies Act, 1963 or section 139 of the Irish Companies Act, 1990.

As a company incorporated under the laws of the Netherlands, a Dutch Guarantor is subject to Dutch corporate and insolvency laws

under which secured creditors could be paid in priority to the claims of holders of the Exchange Notes.

A company incorporated in the Netherlands may be liquidated under Dutch law. On a liquidation of a Dutch company, secured creditors would be paid in priority to the claims of unsecured creditors. An insolvent liquidation may end up in bankruptcy.

A company that foresees it will be unable to continue to pay its debts when due and payable may apply for suspension of payments

( surseance van betaling ). Only the debtor itself—no creditors or other third parties—can request a suspension of payments. The suspension of payments serves to provide the debtor temporary relief from creditors in order to attempt, by way of reorganization, continuation of the enterprise and, ultimately, satisfaction of the creditors. During a suspension of payments the debtor may no longer administer or dispose of its assets without the cooperation, authorization or assistance of a court appointed administrator ( bewindvoerder ), usually supervised by a supervisory judge. Secured creditors are in principle not affected by a suspension of

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Table of Contents payments. Furthermore a suspension of payments does not affect any creditor’s rights against any joint and several co-debtor or surety. An overwhelming majority of suspension of payments procedures end in bankruptcy.

A company that has ceased to pay its debts may be declared bankrupt by a court order at its own application or at the request of one or more of its creditors. Dutch bankruptcy law does not have the concept of “balance sheet insolvency” as exists in other jurisdictions. The test instead is whether a debtor has ceased to pay ( i.e. a cash-flow test). The liquidation of the assets of the bankrupt is undertaken by a courtappointed trustee ( curator ) and supervised by a supervisory judge. The bankruptcy estate includes all assets of the debtor at the time it is declared bankrupt as well as any assets acquired during the bankruptcy. As a result of the bankruptcy all legal proceedings against the bankrupt are stayed and all attachments on the debtor’s assets are terminated by operation of law. Secured creditors are in principle not affected by a bankruptcy. The liquidation of the bankrupt’s assets ensues in accordance with the procedures in the Dutch Bankruptcy Code. Interest payments that fall due after the date of the bankruptcy will not be paid.

Both in a suspension of payments and in bankruptcy an amicable resolution may be agreed between the debtor and its creditors which shall be binding on ordinary creditors if it is approved by a certain majority of creditors and confirmed by the bankruptcy court. The holders of the

Exchange Notes may suffer losses if the amicable composition provides for payment of only part of their claims.

A judgment obtained in a non-Dutch court against a Guarantor incorporated under the laws of the Netherlands may not be readily

enforceable against such Guarantor in the Netherlands.

It may be cumbersome for investors to enforce judgments obtained in non-Dutch courts against any Dutch Guarantor.

The Netherlands does not currently have a treaty with the United States providing for reciprocal recognition and enforcement of judgments

(other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon United States federal securities laws, would not automatically be recognized or enforceable in the Netherlands. In order to obtain a judgment which is enforceable in the Netherlands, the claim must be re-litigated before a competent Dutch court. A Dutch court will, under current practice, generally grant the same judgment without a de novo analysis on the merits (i) if that judgment results from legal proceedings compatible with Dutch notions of due process, (ii) if that judgment does not contravene public policy ( openbare orde ) of the Netherlands and (iii) if the jurisdiction of the relevant federal or state court in the

United States has been based on internationally accepted principles of private international law. It is uncertain whether this practice extends to default judgments as well.

Moreover, a Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. Enforcement and recognition of judgments of U.S. courts in the Netherlands are solely governed by the provisions of the Dutch Civil Procedure Code ( Wetboek van Burgerlijke Rechtsvordering ).

The holders of the Exchange Notes may incur losses if a judgment rendered outside the Netherlands would be re-litigated for enforcement in the Netherlands. Such relitigation may delay payment to holders of the Exchange Notes, and the Dutch courts may make a decision which is less favorable to the holders of the Exchange Notes than under the previous judgment outside the Netherlands.

As companies incorporated under the laws of Luxembourg, two of the Guarantors are subject to Luxembourg corporate and insolvency

laws under which secured creditors could be paid in priority to the claims of holders of the Exchange Notes.

A company incorporated in the Grand Duchy of Luxembourg may be liquidated under Luxembourg law. On a liquidation of a

Luxembourg company, secured creditors would be paid in priority to the claims of unsecured creditors. An insolvent liquidation may end up in bankruptcy.

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The following types of proceedings (together referred to as insolvency proceedings) may be opened against an entity having its registered office or centers of main interests in Luxembourg:

(i) bankruptcy proceedings ( faillite ), the opening of which may be requested by us or by any of our creditors. Following such a request, the courts having jurisdiction may open bankruptcy proceedings if we: (i) have ceased to make payments ( cessation des paiements ); and

(ii) have lost our creditworthiness ( ébranlement de crédit ). If a court finds that these conditions are satisfied, it may also open bankruptcy proceedings, absent a request made by us or a creditor. The main effect of these proceedings is the suspension of all enforcement measures against us, except, subject to certain limited exceptions, for enforcement by secured creditors and the payment to the secured creditors in accordance with their rank upon realization of the assets;

(ii) controlled management proceedings ( gestion contrôlée ), the opening of which may only be requested by us and not by our creditors; a reorganization order requires the prior approval by more than 50% (fifty per cent.) in number of the creditors representing more than 50% (fifty per cent.) of the Issuer’s liabilities in order to take effect; and

(iii) voluntary arrangements with creditors ( concordat préventif de faillite ), which may be requested only by us (subject to the consent of the majority of our unsecured creditors representing at least 75% (seventy-five per cent.) of our liabilities) and not by our creditors themselves.

The court’s decision to admit a company to a voluntary arrangement with its creditors triggers a provisional stay on enforcement of claims by creditors while other creditors may pursue their claims individually.

In addition to these proceedings, a suspension of payments ( sursis de paiement ) may be declared or the company may be put into judicial liquidation ( liquidation judiciaire ). Judicial winding-up proceedings may be opened at the request of the public prosecutor against companies pursuing an activity violating criminal laws or that are in serious breach or violation of the commercial code or of the laws governing commercial companies. The management of winding-up proceedings will generally follow the rules of bankruptcy proceedings.

Generally, during the insolvency proceedings, all enforcement measures by general secured and unsecured creditors against the company are stayed, while certain secured creditors (pledgees or mortgagees) retain the ability to settle separately while the debtor is in bankruptcy.

Luxembourg insolvency law may affect transactions we entered into or payments we made during the period before the opening of the insolvency proceedings. If the liquidator or administrator (including any commissaire , juge-commissaire , liquidateur or curateur or similar official) can show that we have given “preference” to any person by defrauding the rights of creditors generally, regardless of when this fraud occurred, a Luxembourg court has the power to void the “abnormal” transaction. If the liquidator or administrator can show that: (i) a payment in relation to a debt due was made during the hardening period ( période suspecte ) (which is a maximum of six months and 10 days preceding the judgment declaring the opening of the insolvency proceedings) that is disadvantageous to the general body of creditors; and/or (ii) the party receiving such payment is shown to have known that the bankrupt party had ceased to make payments when such payment occurred, a

Luxembourg court has the power, among other things, to void the preferential transaction.

(i) pursuant to article 445 of the Luxembourg code of commerce ( code de commerce ), specified transactions (such as, in particular, the granting of a security interest for antecedent debts; the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any means other than in cash or by bill of exchange; the sale of assets without consideration or with substantially inadequate consideration) entered into during the suspect period (or the ten days preceding it) must be set aside or declared null and void, if so requested by the insolvency receiver;

(ii) pursuant to article 446 of the Luxembourg code of commerce, payments made for matured debts as well as other transactions concluded for consideration during the suspect period are subject to cancellation by the court upon proceedings instituted by the insolvency receiver if they were made with the knowledge of the bankrupt party’s cessation of payments; and

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(iii) pursuant to article 448 of the Luxembourg code of commerce, the insolvency receiver (acting on behalf of the creditors) has the right to challenge any fraudulent payments and transactions, including the granting of security with an intent to defraud, made prior to the bankruptcy, without any time limit. In principle, a bankruptcy order rendered by a Luxembourg court does not result in automatic termination of contracts except for intuitu personae contracts, that is, contracts for which the identity of the company or its solvency were crucial. The contracts, therefore, subsist after the bankruptcy order. However, the insolvency receiver may choose to terminate certain contracts. As of the date of adjudication of bankruptcy, no interest on any unsecured claim will accrue vis-à-vis the bankruptcy estate.

A judgment obtained in a non-Luxembourg court against a Guarantor incorporated under the laws of Luxembourg may not be readily

enforceable against such Guarantor in Luxembourg.

A valid judgment against a Luxembourg Guarantor with respect to the Exchange Notes obtained from a court of competent jurisdiction in the United States, which judgment remains in full force and effect after all appeals as may be taken in the relevant state or federal jurisdiction with respect thereto have been taken, may be entered and enforced through a court of competent jurisdiction of Luxembourg subject to compliance with the enforcement procedures ( exequatur ) set out in Article 678 et seq. of the Luxembourg Nouveau Code de Procédure Civile being:

(i) the U.S. court awarding the judgment has jurisdiction to adjudicate the respective matter under its applicable laws, and such jurisdiction is recognized by Luxembourg private international and local law;

(ii) the judgment is final and enforceable ( exécutoire ) in the jurisdiction where the decision is rendered;

(iii) the U.S. court has applied the substantive law as designated by the Luxembourg conflict of laws rules;

(iv) the U.S. court has acted in accordance with its own procedural laws;

(v) the judgment must not have been obtained by fraud ( fraude à la loi ) subsequent to an evasion of Luxembourg law and must have been granted in compliance with the rights of the defendant to appear, and if appeared, to present a defense; and

(vi) the judgment must not contravene public policy as understood under the laws of Luxembourg or have been given in proceedings of a criminal or tax nature.

If an original action is brought in Luxembourg, Luxembourg courts may refuse to apply the designated law if, among other things, application of the designated law would contravene Luxembourg public policy. Furthermore, in an action brought in Luxembourg on the basis of

U.S. federal or state securities laws, Luxembourg courts may not have the requisite power to grant the remedies sought.

Guarantees granted by a Luxembourg company may be subject Limitations.

The granting of guarantees/security interests by a Luxembourg company is subject to specific limitations and requirements relating to corporate object and corporate benefit. The granting of guarantees/security interests by a company incorporated and existing in The Grand

Duchy of Luxembourg must not be prohibited by the corporate object ( objet social ) and/or legal form of that company. In addition, there is also a requirement according to which the granting of security by a company has to be for its ‘‘corporate benefit’’.

Although no statutory definition of corporate benefit ( intérêt social ) exists under Luxembourg law, corporate benefit is widely interpreted and includes any transactions from which the company derives a direct or indirect economic or commercial benefit. The provision of a guarantee/security interest for the obligations of direct or indirect subsidiaries is likely to raise no particular concerns, whereas the provision of cross-stream and upstream guarantees/security interests may be more problematic. Failure to comply with the above mentioned corporate benefit requirement will typically result in liability for the managers of the Luxembourg company concerned. The question whether a guarantee granted in the absence of corporate interest could be held null and void is unsettled in applicable legal doctrine. While some authors express the view that an absence of corporate

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Table of Contents interest could give rise to liability of the directors of the relevant company only, others consider that the consequences could be that the relevant obligations be null and void.

There is a risk that the managers of a Luxembourg company will be held liable if, among other things:

(i) the guarantee/security interest so provided would materially exceed the (direct or indirect) benefit deriving from the secured obligations for the Luxembourg company, or

(ii) the Luxembourg company derives no personal benefit or obtains no direct or indirect consideration for the guarantee/security interest granted, or

(iii) the commitment of the Luxembourg company exceeds its financial means.

In addition to any criminal and civil liability incurred by the managers of the Luxembourg company, a guarantee provided by a

Luxembourg company could itself be held unenforceable, if it is held that it is contrary to public policy ( ordre public ) (in case of facts consisting a misuse of corporate assets).

The above analysis is slightly different within a group of companies where a group interest ( intérêt de groupe ) exists. The existence of a group interest could prevent a guarantee provided by a Luxembourg company from falling foul of the above constraints. In order for a group interest to be recognized, the following cumulative criteria must be met and proven:

(i) the “assisting” company must receive some benefit, or there must be a balance between the respective commitments of all the affiliates;

(ii) the financial assistance must not exceed the assisting company’s financial means, in which case it is typical for the guarantee to be limited to an aggregate amount not exceeding the assisting company’s own funds ( capitaux propres ); and

(ii) the companies involved must form part of a genuine group operating under a common strategy aimed at a common objective.

As a result, the guarantees/security interests granted by a Luxembourg company may be subject to certain limitations, which usually take the form of a general limitation language, which is inserted in the relevant finance document(s) and which covers the aggregate obligations and exposure of the relevant Luxembourg assisting company under all finance documents.

As a company incorporated under the laws of Bermuda, a Bermuda Guarantor may be subject to Bermuda corporate and insolvency

laws under which secured creditors could be paid in priority to the claims of holders of the Exchange Notes.

The issuance of the guarantee of the notes by Bermuda companies may be subject to review under Bermuda law if:

(i) a liquidator, on behalf of such guarantor, were to apply to the Bermuda courts to void the guarantee on the grounds that the issuance of the guarantee constituted a fraudulent preference;

(ii) at the time of, or immediately after, the issuance of the guarantee, such guarantor was insolvent; and

(iii) such Guarantor entered into formal insolvency proceedings within six months of the issuance of the guarantee.

In addition, under Bermuda law, a transaction, which could include the issuance of a guarantee, at less than fair value and made with the dominant intention of putting property beyond the reach of creditors is voidable after an action is successfully brought by an eligible creditor within a period of six years from the date of the transaction. A transaction, which could include the issuance of a guarantee, might be challenged if it involved a gift by the company or if a company received consideration of significantly less than the benefit given by such company.

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A judgment obtained in a non-Bermuda court against a Guarantor incorporated under the laws of Bermuda may not be readily

enforceable against such Guarantor in Bermuda.

A guarantor of the Exchange Notes is organized under the laws of Bermuda and a substantial portion of our respective assets are located outside the United States. As a result, it may not be possible to enforce court judgments obtained in the United States against us or our directors or officers (whether based on the civil liability provisions of U.S. federal or state securities laws, New York law as the governing law of the notes, indentures and guarantees or otherwise) in Bermuda or in countries other than the United States where we have assets. We have been advised by our legal advisors in Bermuda that the United States does not currently have a treaty with Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States, whether based on U.S. federal or state securities laws or otherwise, would not automatically be enforceable (and may not be enforceable at all) in Bermuda. Furthermore, you will not be able to bring a lawsuit or otherwise seek any remedies under the laws of the United States or any states therein, including remedies available under the U.S. federal securities laws, in courts of

Bermuda (otherwise than in relation to agreements governed by U.S. Law where Bermuda courts have accepted jurisdiction to hear the matter).

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Exchange Notes pursuant to the exchange offers. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange a like principal amount of Outstanding Notes, the terms of which are identical in all material respects to the Exchange Notes. The Outstanding Notes surrendered in exchange for the Exchange

Notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the Exchange Notes will not result in any change in our capitalization.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the historical ratio of earnings to fixed charges for the periods presented:

Six months ended June 30 Year ended December 31

2013 2012 2011 2010 2009 2008

Ratio of earnings to fixed charges(a) 5.88x 4.83x 7.41x 5.50x 2.29x 5.26x

(a) For the purpose of computing the ratio of earnings to fixed charges, “earnings” consist of consolidated pretax income from continuing operations before adjustment for minority interests in consolidated subsidiaries and income (loss) of equity investees, plus (1) amortization of capitalized interest, (2) distributed income of equity investees and (3) fixed charges described below, excluding interest capitalized.

“Fixed charges” consist of (1) interest expensed, (2) capitalized interest, (3) amortization of debt issue costs and (4) that portion of rent expense estimated to represent interest.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2013 on a historical basis (in millions), which includes this offering. The information in the following table should be read in conjunction with “Summary Selected Historical Financial Data” and the historical financial statements and related notes included or incorporated by reference in this prospectus.

(In millions)

Short-term debt

Current portion of long-term debt (1)

Total short-term debt and current portion of long-term debt

As of June 30, 2013

$ 115

575

$ 690

Long-term debt:

Eaton existing long-term debt (1):

Revolving credit facilities (2)

4.65% notes due 2015



4.215% Japanese Yen notes due 2018



8.10% debentures due 2022






5.25% to 8.875% notes due 2018 to 2035

0.950% notes due 2015

1.500% notes due 2017

2.750% notes due 2022

4.000% notes due 2032

4.150% notes due 2042

Other

Eaton Electric Holdings LLC existing long-term debt(3):

5.45% senior unsecured notes due 2015




Net fair value adjustments(4)

Total long-term debt

$

300

250

300

250

99

9,069

—

100

250

450

101

300

300

100

300

145

200

136

240

239

600

1,000

1,600

700

1,000

109

Shareholder’s equity:

Ordinary Shares

Capital in excess of par value

Retained earnings

Accumulated other comprehensive loss

Deferred compensation plans

Total shareholder’s equity of Eaton Corporation plc

Total capitalization (long-term debt and shareholder’s equity) $

5

11,375

6,276

(2,270 )

2

15,388

24,457

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(1) As of June 30, 2013, Eaton had approximately $9,427 million aggregate principal amount of unsecured long-term debt outstanding, of which $566 million is included within the current portion of long-term debt, which includes approximately $9 million aggregate principal amount of notes issued by Eaton Finance N.V., a wholly owned subsidiary of Eaton, and guaranteed by Parent. Approximately $9,165 million aggregate principal amount of Eaton’s existing long-term debt outstanding is fully and unconditionally guaranteed on an unsubordinated unsecured basis by the Guarantors.

(2) Eaton’s $2,000 million revolving credit facilities currently have commitments from financial institutions to provide $2,000 million of credit, of which $500 million expires in 2016 and $750 million expires in 2015 and 2017, respectively. At June 30, 2013, Eaton had $2,000 million available borrowing capacity under its revolving credit facilities.

(3) As of June 30, 2013, Eaton Electric Holdings LLC had $1,100 million aggregate principal amount of unsecured long-term debt outstanding. Eaton Electric Holdings LLC is the successor to Cooper US, Inc., the initial issuer of the notes. The Eaton Electric Holdings

LLC existing long-term debt is fully and unconditionally guaranteed on a senior unsecured basis by the Guarantors.

(4) Net fair value adjustments associated with Eaton Electric Holdings LLC’s historical long term debt.

Parent’s authorized capital, as of June 30, 2013, consists of 750,000,000 ordinary shares, par value $0.01 per share, with 473.9 million ordinary shares outstanding.

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THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

Eaton and the Guarantors entered into a registration rights agreement with the initial purchasers of the Outstanding Notes in which we agreed, under certain circumstances, to use our reasonable efforts to file a registration statement relating to offers to exchange the Outstanding

Notes for Exchange Notes, cause the registration statement to become effective under the Securities Act and complete the exchange offers not later than 60 days after the registration statement becomes effective. The Exchange Notes will have terms identical in all material respects to the related Outstanding Notes, except that the Exchange Notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The Outstanding 2015 Notes, the Outstanding

2017 Notes, the Outstanding 2022 Notes, the Outstanding 2032 Notes and the Outstanding 2042 Notes were issued on November 20, 2012.

Under the registration rights agreement, if Eaton and the Guarantors fail to complete the exchange offers (other than in the event we file a shelf registration statement) or the shelf registration statement, if required thereby, is not declared effective, in either case on or prior to 360 days after the applicable issue date (or if such 360th day is not a Business Day, the next succeeding Business Day) (the “target registration date”), the interest rate on the related Outstanding Notes will be increased by 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum), until the exchange offers are completed or the shelf registration statement, if required, is declared effective by the SEC or the Outstanding Notes cease to constitute transfer restricted notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

If you wish to exchange your Outstanding Notes for Exchange Notes in the exchange offers, you will be required to make the following representations:

• you are not an affiliate of Eaton or an affiliate of any Guarantor within the meaning of Rule 405 of the Securities Act;

• you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

• you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes; and

• you are acquiring the Exchange Notes in the ordinary course of your business.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where the broker-dealer acquired the Outstanding Notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer Exchange Notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the

Securities Act, if:

• you are not our affiliate or an affiliate of any Guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person to participate in a distribution of the Exchange Notes;

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If you are an affiliate of Eaton or a Guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or are not acquiring the Exchange Notes in the ordinary course of your business:

• you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon

Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling , dated July 2,

1993, or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes.

This prospectus may be used for an offer to resell, resale or other transfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Outstanding Notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. Please read “Plan of

Distribution” for more details regarding the transfer of Exchange Notes.

Terms of the Exchange Offers

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, Eaton will accept for exchange in the exchange offers any Outstanding Notes that are validly tendered and not validly withdrawn prior to the expiration date.

Outstanding Notes may only be tendered in a minimum denomination of $2,000 and in integral multiples of $1,000 in excess thereof, and any unexchanged portion of an Outstanding Note must be in a principal amount of $2,000 or an integral multiples of $1,000 in excess thereof. Eaton will issue Exchange Notes in principal amounts identical to the Outstanding Notes surrendered in the exchange offers.

The form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the Outstanding Notes of the corresponding series except the Exchange Notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The

Exchange Notes will evidence the same debt as the Outstanding Notes of the corresponding series. The Exchange Notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the Outstanding Notes. For a description of the indenture, see “Description of Exchange Notes.”

The exchange offers are not conditioned upon any minimum aggregate principal amount of Outstanding Notes being tendered for exchange.

As of the date of this prospectus, $600 million aggregate principal amount of the 0.950% Senior Notes due 2015, $1,000 million aggregate principal amount of the 1.500% Senior Notes due 2017, $1,600 million aggregate principal amount of the 2.750% Senior Notes due 2022, $700 million aggregate principal amount of the 4.000% Senior Notes due 2032 and $1,000 million aggregate principal amount of the 4.150% Senior

Notes due 2042 that were issued in a private offering on November 20, 2012 are outstanding and unregistered. This prospectus and the letter of transmittal are being sent to all registered holders of Outstanding Notes. There will be no fixed

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Table of Contents record date for determining registered holders of Outstanding Notes entitled to participate in the exchange offers. Eaton intends to conduct the exchange offers in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the

Exchange Act and the rules and regulations of the SEC. Outstanding Notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders’ series of Outstanding Notes and the registration rights agreement except, we will not have any further obligation to you to provide for the registration of the Outstanding Notes under the registration rights agreement. Eaton will be deemed to have accepted for exchange properly tendered Outstanding Notes when it has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us and delivering Exchange Notes to holders. Subject to the terms of the registration rights agreement, Eaton expressly reserves the right to amend or terminate the exchange offers and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offers.”

If you tender your Outstanding Notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Outstanding Notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read “—Fees and

Expenses” below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 12:00 a.m. midnight, New York City time, on , 2013. However, if we, in our sole discretion, extend the period of time for which the exchange offers are open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which the exchange offers are open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the Outstanding Notes no later than

9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Eaton reserves the right, in its sole discretion:

• to delay accepting for exchange any Outstanding Notes (only in the case that we amend or extend the exchange offers);

• to extend the exchange offers or to terminate the exchange offers if any of the conditions set forth below under “—Conditions to the

Exchange Offers” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offers in any manner. In the event of a material change in the exchange offers, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the Outstanding Notes. If Eaton amends the exchange offers in a manner that we determine to constitute a material change, it will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable Outstanding Notes of that amendment.

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Conditions to the Exchange Offers

Despite any other term of the exchange offers, Eaton will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Outstanding Notes and it may terminate or amend the exchange offers as provided in this prospectus prior to the expiration date if in our reasonable judgment:

• the exchange offers or the making of any exchange by a holder violate any applicable law or interpretation of the SEC; or

• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offers that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offers.

In addition, Eaton will not be obligated to accept for exchange the Outstanding Notes of any holder that has not made to us:

• the representations described under “—Purpose and Effect of the Exchange Offers,” “—Procedures for Tendering Outstanding

Notes” and “Plan of Distribution;” or

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the Exchange Notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offers are open.

Consequently, we may delay acceptance of any Outstanding Notes by giving written notice of such extension to our holders. We will return any

Outstanding Notes that we do not accept for exchange for any reason without expense to our tendering holder promptly after the expiration or termination of the exchange offers.

We expressly reserve the right to amend or terminate the exchange offers and to reject for exchange any Outstanding Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. We will give written notice of any extension, amendment, non-acceptance or termination to the holders of the Outstanding Notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

In addition, we will not accept for exchange any Outstanding Notes tendered, and will not issue Exchange Notes in exchange for any such

Outstanding Notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the relevant indenture under the Trust Indenture Act of 1939 (the “TIA”).

Procedures for Tendering Outstanding Notes

To tender your Outstanding Notes in the exchange offers, you must comply with either of the following:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by such letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent” prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

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In addition, either:

• the exchange agent must receive certificates for Outstanding Notes along with the letter of transmittal prior to the expiration date;

• the exchange agent must receive a timely confirmation of book-entry transfer of Outstanding Notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below and a properly transmitted agent’s message prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of Outstanding Notes, the letter of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send the letter of transmittal or certificates representing Outstanding Notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your Outstanding Notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the Outstanding Notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your Outstanding Notes, either:

• make appropriate arrangements to register ownership of the Outstanding Notes in your name; or

• obtain a properly completed bond power from the registered holder of Outstanding Notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the Outstanding Notes surrendered for exchange are tendered:

• by a registered holder of the Outstanding Notes who has not completed the box entitled “Special Registration Instructions” or

“Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any Outstanding Notes listed on the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the Outstanding Notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing Outstanding Notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

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The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s

Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the

Outstanding Notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering

Outstanding Notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue Exchange Notes for Outstanding Notes that we have accepted for exchange under the exchange offers only after the exchange agent timely receives:

• Outstanding Notes or a timely book-entry confirmation of such Outstanding Notes into the exchange agent’s account at the bookentry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering Outstanding Notes pursuant to the exchange offer, you will represent to us that, among other things:

• you are not an affiliate of Eaton or an affiliate of any Guarantor within the meaning of Rule 405 of the Securities Act;

• you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;



Each broker-dealer that is to receive Exchange Notes for its own account in exchange for Outstanding Notes must represent that such

Outstanding Notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an

“underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offers, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of Outstanding Notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular Outstanding Notes not properly tendered or to not accept any particular Outstanding Notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular

Outstanding Notes prior to the expiration date.

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Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes for exchange must be cured within such reasonable period of time as we determine. Neither Eaton, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of Outstanding Notes for exchange, nor will any of them incur any liability for any failure to give notification. Any Outstanding Notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the Outstanding Notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offers. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the Outstanding Notes by causing the book-entry transfer facility to transfer those

Outstanding Notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of Outstanding Notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of Outstanding Notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined above, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive Exchange Notes for tendered Outstanding Notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the bookentry transfer facility does not constitute delivery to the exchange agent.

Holders of Outstanding Notes who are unable to deliver confirmation of the book-entry tender of their Outstanding Notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their Outstanding Notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your Outstanding Notes but your Outstanding Notes are not immediately available or you cannot deliver your

Outstanding Notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s

Automatic Tender Offer Program in the case of Outstanding Notes, prior to the expiration date, you may still tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message relating to notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such Outstanding

Notes and the principal amount of Outstanding Notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the Outstanding Notes or a book-entry confirmation and related agent’s message, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered Outstanding Notes in proper form for transfer or a book-entry confirmation of transfer of the Outstanding

Notes and related agent’s message into the

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Table of Contents exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your Outstanding Notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of Outstanding Notes at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “Exchange Agent”; or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

• specify the name of the person who tendered the Outstanding Notes to be withdrawn;

• identify the Outstanding Notes to be withdrawn, including the certificate numbers, if applicable, and principal amount of the

Outstanding Notes; and

• where certificates for Outstanding Notes have been transmitted, specify the name in which such Outstanding Notes were registered, if different from that of the withdrawing holder.

If certificates for Outstanding Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

• the serial numbers of any particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any Outstanding Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the Outstanding Notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn Outstanding Notes may be retendered by following the procedures described under “—

Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the exchange offers. The Bank of New

York Mellon Trust Company, N.A. also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance with respect to the procedures for tendering or withdrawing tenders of Outstanding Notes in the

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Table of Contents exchange offers, requests for additional copies of this prospectus or of the letter of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention: Christopher Landers

By Facsimile:

(732) 667-9408

Corporate Trust Operations

Reorganization Unit

To Confirm by Telephone:

(315) 414- 3362


Reorganization Unit

For Information, Call:

(315) 414- 3362


Reorganization Unit

If you deliver the letter of transmittal to an address other than the one set forth above or transmit the letter of transmittal via facsimile other than to the facsimile transmission number set forth above, that delivery or transmission will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the Exchange Notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees, and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of Outstanding Notes, and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, for soliciting tenders of Outstanding Notes pursuant to the exchange offers.

Accounting Treatment

We will record the Exchange Notes in our accounting records at the same carrying value as the Outstanding Notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges, as the terms of the Exchange Notes are substantially identical to the terms of the Outstanding Notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will capitalize the expenses relating to the exchange offers.

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Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of Outstanding Notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing Outstanding Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Outstanding Notes tendered;

• tendered Outstanding Notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of Outstanding Notes under the exchange offers.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their Outstanding Notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register Exchange Notes in the name of, or request that Outstanding Notes not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your Outstanding Notes for Exchange Notes under the exchange offers, your Outstanding Notes will remain subject to the restrictions on transfer of such Outstanding Notes:

• as set forth in the legend printed on the Outstanding Notes as a consequence of the issuance of the Outstanding Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• as otherwise set forth in the offering memorandum distributed in connection with the private offerings of the Outstanding Notes.

In general, you may not offer or sell your Outstanding Notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act.

Other

Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered Outstanding Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Outstanding Notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered Outstanding Notes.

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DESCRIPTION OF EXCHANGE NOTES

General

In this description, the terms “we,” “our” and “us” or “Issuer” each refer to Eaton Corporation (“Eaton”). The term “Notes” refers to the

Outstanding Notes and the Exchange Notes.

The Outstanding Notes have been and the Exchange Notes will be our senior unsecured debt issued under an Indenture dated as of

November 20, 2012 among Eaton, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (as supplemented by the

First Supplemental Indenture dated as of November 30, 2012 and the Second Supplemental Indenture dated as of January 8, 2013, the

“Indenture.”). Like the Outstanding Notes, the Exchange Notes will rank equally with all of our other senior unsecured indebtedness from time to time outstanding. The 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes, the 2032 Exchange Notes and the 2042

Exchange Notes will each constitute a separate series of securities under the Indenture. The Indenture does not contain any provision that gives you protection in the event we issue a large amount of debt. The Indenture does not limit the amount of debt securities that we are authorized to issue from time to time.

Because this section is a summary of the material terms of the Indenture, it does not describe every aspect of the Exchange Notes. This summary is qualified in its entirety by the provisions of the Indenture, including definitions of certain terms used in the Indenture. For example, in this section, we use capitalized words to signify terms that are specifically defined in the Indenture. Some of the definitions are repeated in this offering memorandum, but for the rest you will need to read the Indenture.

We will issue the 0.950% Senior Notes due 2015 (the “2015 Exchange Notes”) in an aggregate principal amount of $600,000,000. The

2015 Exchange Notes will mature on November 2, 2015. We will issue the 1.500% Senior Notes due 2017 (the “2017 Exchange Notes”) in an aggregate principal amount of $1,000,000,000. The 2017 Exchange Notes will mature on November 2, 2017. We will issue the 2.750% Senior

Notes due 2022 (the “2022 Exchange Notes”) in an aggregate principal amount of $1,600,000,000. The 2022 Exchange Notes will mature on

November 2, 2022. We will issue the 4.000% Senior Notes due 2032 (the “2032 Exchange Notes”) in an initial aggregate principal amount of

$700,000,000. The 2032 Exchange Notes will mature on November 2, 2032. We will issue the 4.150% Senior Notes due 2042 (the “2042

Exchange Notes” and, together with the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes and the 2032 Exchange

Notes, the “Exchange Notes”) in an aggregate principal amount of $1,000,000,000. The 2042 Exchange Notes will mature on November 2,

2042. We will issue the Exchange Notes only in book-entry form, in denominations of $2,000 and integral multiples of $1,000 in excess of

$2,000. The Exchange Notes will not be subject to any sinking fund and will not be convertible into or exchangeable for any of our equity interests.

We may, without the consent of the holders of the Exchange Notes, issue additional debt securities having the same ranking and the same interest rate, maturity and other terms as the Exchange Notes of a particular series. Any such additional debt securities and the Exchange Notes of such series will constitute a single series under the Indenture. None of these additional debt securities may be issued if an Event of Default has occurred and is continuing with respect to the Exchange Notes of such series.

Ranking

The Exchange Notes:

• will be the unsecured unsubordinated obligations of Eaton and will rank equally with all of Eaton’s other unsecured unsubordinated indebtedness;

• will be effectively subordinated to any existing or future secured obligations of Eaton, to the extent of the value of the collateral securing such obligations;

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• will be senior in right of payment to any obligations of Eaton that are by their terms expressly subordinated or junior in right of payment to the Exchange Notes; and

• will be structurally subordinated to the obligations of the subsidiaries of Eaton that do not guarantee the Exchange Notes.

The guarantees of the Exchange Notes:

• will be the unsubordinated obligations of each Guarantor;

• will rank equally in right of payment with any existing and future unsubordinated indebtedness of each Guarantor;

• will be senior in right of payment to any obligations of each Guarantor that are by their terms expressly subordinated or junior in right of payment to the guarantees of the Exchange Notes; and

• will be effectively subordinated to any existing or future secured obligations of each Guarantor, to the extent of the value of the collateral securing such obligations.

Principal and Interest

2015 Exchange Notes

The 2015 Exchange Notes will mature on November 2, 2015, bear interest at the annual rate of 0.950% and accrue interest from May 2,

2013 or from the most recent date to which interest has been paid or provided for. Interest and Additional Interest, if any, will be payable semiannually, on May 2 and November 2, beginning on May 2, 2013, to each person in whose name the 2015 Exchange Notes are registered at the close of business on the fifteenth day (whether or not that date is a business day as that term is defined in the Indenture) immediately preceding the interest payment date. We will compute interest on the 2015 Exchange Notes on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or maturity or redemption date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.







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The 2042 Exchange Notes will mature on November 2, 2042, bear interest at the annual rate 4.150% and accrue interest from May 2, 2013 or from the most recent date to which interest has been paid or provided for. Interest and Additional Interest, if any, will be payable semiannually, on May 2 and November 2, beginning on May 2, 2013, to each person in whose name the 2042 Exchange Notes are registered at the close of business on the fifteenth day (whether or not that date is a business day as that term is defined in the Indenture) immediately preceding the interest payment date. We will compute interest on the 2042 Exchange Notes on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or maturity or redemption date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.

No interest will be paid on the tendered Outstanding Notes in connection with the exchange. Any interest accrued thereon from the interest payment date prior to the date of exchange is deemed waived by the holders of such Outstanding Notes. Such interest will be paid to the holders of the Exchange Notes issued in the exchange therefor on the first interest payment date after the date of the exchange. If the exchange offers settle between October 18, 2013 (a record date) and November 2, 2013 (an interest payment date), the above procedure would not apply since the interest due on November 2, 2013 would have to be paid to the holders of the Outstanding Notes registered as such as of the prior record date.

Guarantees

Payment of principal of, premium, if any, and interest, and Additional Interest, if any, on the Notes will be guaranteed, jointly and severally, on an unsecured unsubordinated basis by the Guarantors.

The Notes are guaranteed by Eaton Corporation plc (“Parent”) and certain of its subsidiaries (the” Guarantors”). In addition, we will cause

(i) any Subsidiary, other than Excluded Persons, that is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of

U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of our debt securities or any syndicated credit facilities or (z) the issuer or co-issuer of, or borrower or guarantor under, any other series of debt securities or any other syndicated credit facility or

(ii) any person is or becomes a direct or indirect parent entity of us that holds any material assets (other than the Equity Interests of any

Subsidiary that is or is a parent entity of us) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise to execute and deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such Subsidiary or such person irrevocably and unconditionally guarantees the Notes on an unsubordinated basis.

The obligations of each Guarantor under its guarantee of the Notes will be limited as necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law; this limitation, however, may not be effective to prevent such guarantee from constituting a fraudulent conveyance.

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Any guarantee of the Notes by a Guarantor that is a Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(a) the consummation of any transaction permitted under the Indenture (including a sale, transfer, disposition or distribution of such

Guarantor to a Person that is not Parent or one of its Subsidiaries, or a dissolution) resulting in such Guarantor ceasing to be a Subsidiary; or

(b) to the extent such Guarantor does not remain an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or

U.S. syndicated credit facilities, such Guarantor becoming an Excluded Person.

Any guarantee of the Notes by a direct or indirect parent of Eaton (other than Parent) shall provide by its terms that it shall be automatically and unconditionally released and discharged, to the extent such Guarantor does not remain an issuer or co-issuer of or borrower or guarantor under any debt securities or syndicated credit facilities, if, at any time after becoming a Guarantor:

(a) such Guarantor becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from guaranteeing the obligations under the Indenture; or

(b) remaining a Guarantor would, in our reasonable determination, result in material adverse tax consequences to Parent or any of its

Subsidiaries.

Payment and Paying Agents

We will pay interest and Additional Interest, if any, to you, if you are listed in the Trustee’s records as the owner of the Notes at the close of business on a particular day in advance of each due date for interest on the Notes. Interest and Additional Interest, if any, will be paid to you if you are listed as the owner even if you no longer own the Notes on the interest due date. That particular day is called the “Regular Record Date”.

See “—Principal and Interest”. Persons who are listed in the Trustee’s records as the owners of the Notes at the close of business on a particular day are referred to as “holders.” Holders buying and selling the Notes must work out between themselves the appropriate purchase price since we will pay all the interest and Additional Interest, if any, for an interest period to the holders on the Regular Record Date. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period.

We will deposit interest and Additional Interest, if any, principal and any other money due on the Notes with the paying agent that we name in accordance with the terms of the Indenture. Initially, The Bank of New York Mellon Trust Company, N.A. will serve as the paying agent for the Notes. We may from time to time designate additional offices or agencies, approve a change in the location of any office or agency and, except as provided above, rescind the designation of any office or agency.

Optional Redemption

All or a portion of the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes, the 2032 Exchange Notes and the 2042

Exchange Notes, as the case may be, may be redeemed at our option at any time or from time to time. The redemption price for the 2015

Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes, the 2032 Exchange Notes and the 2042 Exchange Notes, as applicable, to be redeemed on any redemption date will be equal to the greater of the following amounts:

• 100% of the principal amount of the Notes of that series being redeemed on the redemption date; and

• the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of Notes being redeemed on that redemption date (not including any portion of any

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Table of Contents payments of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 10 basis points with respect to the 2015

Exchange Notes, 15 basis points with respect to the 2017 Exchange Notes, 20 basis points with respect to the 2022 Exchange Notes,

25 basis points with respect to the 2032 Exchange Notes and 25 basis points with respect to the 2042 Exchange Notes, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest and Additional Interest, if any, on the applicable series of Notes to the redemption date.

Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the applicable series of Notes and the Indenture.

We will mail notice of any redemption to each registered holder of the applicable Notes at least 30 days but not more than 60 days before the redemption date. Once notice of redemption is mailed, the applicable Notes will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date.

“ Treasury Rate ” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for the redemption date. The Treasury Rate will be determined on the third business day prior to the redemption date.

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable series of Notes.

“ Comparable Treasury Price ” means, with respect to any redemption date, (A) the average of the applicable Reference Treasury Dealer

Quotations for the redemption date, after excluding the highest and lowest of those Reference Treasury Dealer Quotations, or (B) if the

Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all those Quotations, or (C) if only one

Reference Treasury Dealer Quotation is received, that Quotation.

“ Quotation Agent ” means a Reference Treasury Dealer selected by us for the purpose of performing the functions of the Quotation Agent with respect to the applicable series of Notes.

“ Reference Treasury Dealer ” means (A) (i) Citigroup Global Markets Inc. and (ii) Morgan Stanley & Co. LLC (or their respective affiliates which are Primary Treasury Dealers) and their respective successors; provided, however, that if any of them ceases to be a primary

U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute for them another Primary Treasury

Dealer; and (B) any other Primary Treasury Dealer(s) we select.

“ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding the redemption date.

On and after the redemption date, interest will cease to accrue on the applicable Notes or any portion of the applicable Notes called for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with a paying agent (or the Trustee) money sufficient

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Table of Contents to pay the redemption price of and accrued interest and Additional Interest, if any, on the applicable Notes to be redeemed on that date. If less than all of the applicable Notes are to be redeemed, the applicable Notes to be redeemed shall be selected by lot by DTC, in the case of applicable Notes represented by a global security, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of applicable Notes that are not represented by a global security.

Change of Control Offer

If a Change of Control Triggering Event occurs with respect to a series of Notes, unless we have exercised our option to redeem the applicable Notes by notifying the noteholders to that effect as described above, we will be required to make an offer (a “Change of Control

Offer”) to each holder of the series of Notes as to which the Change of Control Triggering Event has occurred to repurchase all or any part

(equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s applicable Notes on the terms set forth in such Notes. In a

Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of the applicable Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the applicable Notes repurchased to the date of repurchase (a

“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of

Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to holders of the applicable Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the applicable Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed (a “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event with respect to the applicable Notes occurring on or prior to the Change of Control Payment Date.

On each Change of Control Payment Date, we will, to the extent lawful:

• accept for payment all applicable Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control

Offer;

• deposit with the paying agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of such

Notes properly tendered; and

• deliver or cause to be delivered to the Trustee the applicable Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of applicable Notes or portions of applicable Notes being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by us of the applicable Notes pursuant to the

Change of Control Offer have been met.

We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party repurchases all applicable Notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any applicable Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture with respect to such Notes, other than a default in the payment of the Change of Control Payment upon a related Change of Control Triggering Event.

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the applicable Notes as a result of a related Change of

Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the applicable Notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the applicable Notes by virtue of any such conflict.

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For purposes of the Change of Control Offer provisions of the Notes, the following terms will be applicable:

“ Change of Control ” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of

Parent and the assets of its subsidiaries, taken as a whole, to any person, other than Parent or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Parent or other Voting Stock into which the Voting Stock of Parent is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) Parent consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into,

Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of Parent outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors or (5) the adoption of a plan relating to the liquidation or dissolution of Parent. Notwithstanding the foregoing, the Transaction will not be deemed to involve a Change of

Control and a transaction will not be deemed to involve a Change of Control under clause (2) above if (i) Parent becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of Parent immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Rating Event.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of Parent who (1) was member of the Board of Directors of Parent on the date the applicable Notes were issued or (2) was nominated for election, elected or appointed to the

Board of Directors of Parent with the approval of a majority of the Continuing Directors who were members of the Board of Directors of Parent at the time of the nomination, election or appointment (either by a specific vote or by approval of the proxy statement of Parent in which that member was named as a nominee for election as a director, without objection to the nomination).

“ Fitch ” means Fitch Inc., and its successors.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us.

“ Moody’s ” means Moody’s Investors Service, Inc., and its successors.

“ Rating Agencies ” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the applicable

Notes or fails to make a rating of the applicable Notes publicly available for reasons beyond our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by us (as certified by a resolution of our Board of

Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.

“ Rating Event ” means the rating on the applicable Notes is lowered by at least two Rating Agencies and such Notes are rated below an

Investment Grade Rating on any day during the period (which period will be

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Table of Contents extended so long as the rating of such Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or our intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“ Voting Stock ” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.

Under clause (4) of the definition of Change of Control, a Change of Control will occur when a majority of the Board of Directors of

Parent is not Continuing Directors. In a recent decision in connection with a proxy contest, the Delaware Court of Chancery held that the occurrence of a change of control under a similar indenture provision may nevertheless be avoided if the existing directors were to approve the slate of new director nominees (who would constitute a majority of the new board) as “continuing directors,” provided the incumbent directors give their approval in the good faith exercise of their fiduciary duties owed to the corporation and its stockholders. Therefore, in certain circumstances involving a significant change in the composition of the Board of Directors of Parent, including in connection with a proxy contest where the Board of Directors of Parent does not endorse a dissident slate of directors but approves them as Continuing Directors, holders of the Notes may not be entitled to require us to make a Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of Parent and the assets of its subsidiaries, taken as a whole, to any person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of Parent and its subsidiaries. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of the Notes may require us to make a Change of Control

Offer.

Events of Default

The term “Events of Default” as to the Notes of each series means any of the following:

• we do not pay the principal of (or premium, if any) on a Note of such series on its due date;

• we do not pay interest or Additional Interest, if any, on a Note of such series within 30 days of its due date;

• we remain in breach of a covenant in respect of Notes of such series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the Trustee or holders of 25% of the principal amount of Notes of such series;

• the guarantees of the Notes of any series by Parent or any Subsidiary that is a Significant Subsidiary (or group of Subsidiaries that together would constitute a Significant Subsidiary) ceases to be, or is asserted by us or any of the foregoing not to be, in full force and effect or enforceable in accordance with its terms, other than by reason of the termination of the Indenture or the release of any such guarantee in accordance with the Indenture;

• we file for bankruptcy, or certain other events in bankruptcy, insolvency or reorganization occur; and

• we fail to comply with the obligation to make a Special Mandatory Redemption as described above under the caption “—Escrow of

Proceeds; Special Mandatory Redemption”.

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An Event of Default for a particular series of Notes does not necessarily constitute an Event of Default for any other series of Notes issued under the Indenture.

The Trustee may withhold notice to the holders of Notes of a particular series of any default if it considers its withholding of notice to be in the interest of the holders of that series, except that the Trustee may not withhold notice if the default is in the payment of principal of (or premium, if any), or interest or Additional Interest, if any, on, the Notes.

Remedies if an Event of Default Occurs . If an Event of Default has occurred and we have not cured it, the Trustee or the holders of 25% in principal amount of the Notes of the affected series may declare the entire principal amount of all the Notes of that series to be due and immediately payable by notifying us (or the Trustee, if the holders give notice) in writing. This is called a declaration of acceleration of maturity.

A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the Notes of the affected series by notifying us (or the Trustee, if the holders give notice) in writing.

Except in cases of default, where the Trustee has some special duties, the Trustee is not required to take any action under the Indenture at the request of any holders unless the holders offer the Trustee reasonable protection from expenses and liability (called an “indemnity”). If reasonable indemnity is provided, the holders of a majority in principal amount of the Outstanding Notes of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the Trustee. The Trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before you are allowed to bypass the Trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interest relating to the Notes, the following must occur:

• you must give the Trustee written notice that an Event of Default has occurred and remains uncured;

• the holders of 25% in principal amount of all of the Notes of the relevant series must make a written request that the Trustee take action because of the default and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action;

• the Trustee must not have instituted a proceeding for 60 days after receipt of the above notice and offer of indemnity; and

• the holders of a majority in principal amount of the Notes of that series must not have given the Trustee a direction inconsistent with the above notice during such 60-day period.

• However, you are entitled at any time to bring a lawsuit for the payment of money due on your Notes on or after the due date.

Holders of a majority in principal amount of the Notes of the affected series may waive any past defaults other than the payment of principal of, any premium or interest or Additional Interest, if any, on the Notes.

Each year, we will furnish the Trustee with a written statement of certain of our officers certifying that, to their knowledge, we are in compliance with the Indenture and the Notes, or else specifying any default.

Merger, Consolidation or Sale of Assets

Under the terms of the Indenture, we and Parent are generally permitted to consolidate or merge with another firm. We and Parent are also permitted to sell or transfer our and their assets substantially as an entirety to another firm. However, we and Parent may not take any of these actions unless all of the following conditions are met:

• where we or Parent merge or consolidate out of existence or we or Parent sell or transfer our or their assets substantially as an entirety, the resulting firm must agree to be legally responsible for all obligations under the Notes and the Indenture;

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• the merger, consolidation or sale or transfer of assets substantially as an entirety must not cause a default under the Notes. For purposes of this no-default test, a default would include an Event of Default that has occurred and not been cured, as described above under “—Events of Default”

• where we merge or consolidate out of existence or sell or transfer our assets substantially as an entirety, the resulting firm (if a corporation) must be a corporation organized under the laws of the United States or any state thereof or the District of Columbia;

• where Parent merges or consolidates out of existence or sells or transfers its assets substantially as an entirety, the resulting firm (if a corporation) must be a corporation organized under the laws of any member state of the European Union or the United States or any state thereof or the District of Columbia;

• under the Indenture, neither we nor Parent may merge, consolidate or sell or transfer our or their assets substantially as an entirety if, as a result, any of our or their property or assets or any property or assets of a Restricted Subsidiary (as defined in the Indenture) would become subject to any mortgage, lien or other encumbrance unless either:

• the mortgage, lien or other encumbrance could be created pursuant to Section 1009 of the Indenture (see “—Limitation on

Liens”) without equally and ratably securing the Notes or

• the Notes are secured equally and ratably with or prior to the debt secured by the mortgage, lien or other encumbrance; and

• we, or Parent, as applicable, must deliver certain certificates and documents to the Trustee.

Covenants

Limitation on Sale and Leaseback Transactions

Under the terms of the Indenture, Parent will not, and will not permit any Restricted Subsidiary (as defined) to, sell or transfer any manufacturing plant owned by Parent or any Restricted Subsidiary with the intention of taking back a lease on such property unless:

• the sale or transfer of property is made within 120 days after the later of the date of

• the acquisition of such property,

• the completion of construction of such property, or

• the commencement of full operation thereof;

• such lease has a term, including permitted extensions and renewals, of not more than three years, and it is intended that the use by

Parent or the Restricted Subsidiary of the manufacturing plant covered by such lease will be discontinued on or before the expiration of such term;

• the amount that Parent and its Restricted Subsidiaries realize from such sale or transfer, together with the value (as defined) of then outstanding Sale and Leaseback Transactions not otherwise permitted by the Indenture and the outstanding aggregate principal amount of mortgage, pledge or lien indebtedness not otherwise permitted by the Indenture, will not exceed 10% of our Consolidated

Net Tangible Assets (as defined); or

• Parent or its Restricted Subsidiaries causes an amount equal to the value (as defined) of the manufacturing plant to be sold or transferred and leased to be applied to the retirement (other than any mandatory retirement) within 120 days of the effective date of such Sale and Leaseback Transaction of either the Notes or other funded indebtedness which is equal in rank to the Notes, or both.

These provisions are intended to preserve the assets of Parent and to limit its ability to incur leases which effectively constitute indebtedness.

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Limitation on Liens

Under the terms of the Indenture, with certain exceptions, Parent will not, directly or indirectly, and Parent will not permit any Restricted

Subsidiary to, create or assume any mortgage, pledge or other lien of or upon any of Parent’s or any Restricted Subsidiary’s assets unless all of the Outstanding Notes of each series are secured by such mortgage, pledge or lien equally and ratably with any and all other obligations and indebtedness thereby secured for so long as any such other obligations and indebtedness will be so secured. Among the exceptions are:

• the creation of any mortgage or other lien on any of the property of Parent or property of any Restricted Subsidiary to secure indebtedness incurred prior to, at the time of, or within 120 days after the later of, the acquisition, the completion of construction or the commencement of full operation of such property; and

• mortgages or liens on any property that Parent or any Restricted Subsidiary acquires after the date of the Indenture existing at the time of such acquisition; provided that Parent incurs the secured indebtedness for the purpose of financing all or any part of the acquisition or construction of any such property.

In addition, Parent or any Restricted Subsidiary may create or assume any mortgage, pledge or other lien not otherwise permitted by the

Indenture for the purpose of securing indebtedness or other obligations so long as the aggregate of all such indebtedness and other obligations then outstanding, together with the value of all outstanding Sale and Leaseback Transactions not otherwise permitted, will not exceed 10% of

Consolidated Net Tangible Assets.

Definitions

The term “ CFC ” has the meaning set forth in the definition of “Disregarded Entity”.

The Indenture defines the term “ Consolidated Net Tangible Assets ” as the total assets of Parent and those of its consolidated subsidiaries, including the investment in (at equity) and the net amount of advances to and accounts receivable from corporations which are not consolidated subsidiaries, less the following:

• the current liabilities of Parent and those of its consolidated subsidiaries, including an amount equal to indebtedness required to be redeemed by reason of any sinking fund payment due in 12 months or less from the date as of which current liabilities are to be determined;

• all of the other liabilities of Parent and those of its consolidated subsidiaries other than Funded Debt (as defined), deferred income taxes and liabilities for employee post-retirement health plans recognized in accordance with Statement of Financial Accounting

Standards No. 106;

• all of Parent’s and its consolidated subsidiaries’ depreciation and valuation reserves and all other reserves (except for reserves for contingencies which have not been allocated to any particular purpose);

• the book amount of all Parent’s and its consolidated subsidiaries’ segregated intangible assets, including, but without limitation, such items as goodwill, trademarks, trade names, patents and unamortized debt discount and expense, less unamortized debt premium; and

• appropriate adjustments on account of minority interests of other persons holding stock in subsidiaries.

Consolidated Net Tangible Assets is to be determined on a consolidated basis in accordance with generally accepted accounting principles and as provided in the Indenture.

The Indenture defines the term “ Equity Interests ” as shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

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The Indenture defines the term “ Disregarded Entity ” as a Subsidiary that is a flow-through entity (i.e., a partnership or a disregarded entity) for United States federal income tax purposes and has no material assets other than Equity Interests of one or more Subsidiaries that are

“controlled foreign corporations” within the meaning of Section 957(a) of the Internal Revenue Code (each such controlled foreign corporation, a “CFC”).

The Indenture defines the term “ Excluded Person ” as (i) any Person that is not a direct or indirect wholly owned Subsidiary of Parent,

(ii) any Person that is prohibited by any applicable law, rule or regulation binding on such Person or its properties or by any contractual obligation existing on the date such Person is formed, acquired or (solely with respect to prohibitions under applicable law, rule or regulation) redomiciled, in each case from guaranteeing the obligations under the Indenture (and for so long as such prohibition is in effect), (iii) any CFC, any Disregarded Entity or any Subsidiary that is owned by a CFC and (iv) any Person to the extent that the guarantee by such person of the obligations under the Indenture would result in material adverse tax consequences to Parent or any of its Subsidiaries as reasonably determined by us.

The Indenture defines the term “ Funded Debt ” as indebtedness for borrowed money owed or guaranteed by Parent or any of its consolidated subsidiaries, and any other indebtedness which under generally accepted accounting principles would appear as debt on the balance sheet of such corporation, which matures by its terms more than twelve months from the date as of which Funded Debt is to be determined or is extendible or renewable at the option of the obligor to a date more than twelve months from the date as of which Funded Debt is to be determined.

The Indenture defines the term “ Restricted Subsidiary ” as each of the Guarantors and any other subsidiaries of Parent except:

• any subsidiary substantially all the assets of which are located, or substantially all of the business of which is carried on, outside of the United States and Canada, or any subsidiary substantially all the assets of which consist of stock or other securities of such subsidiary;

• any subsidiary principally engaged in the business of financing notes and accounts receivable and any subsidiary substantially all the assets of which consist of stock or other securities of such subsidiary; or

• any subsidiary acquired or organized after the date of the Indenture, unless the Board of Directors of Parent has designated it as a

Restricted Subsidiary and such designation will not result in the breach of any covenant or agreement in the Indenture.

The Indenture defines the term “ Significant Subsidiary ” to mean any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date on which Notes are initially issued.

The Indenture defines the term “ Subsidiary ” or “ subsidiary ” to mean any corporation or other entity of which securities or other ownership interest having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by Parent (or if such term is used with reference to any other Person, by such other Person), or in relation to a person incorporated (or established) under Dutch law, a “ dochtermaatschappij ” within the meaning of Section 2:24a of the Dutch Civil Code

(regardless of whether the shares or voting rights on the shares in such company are held directly or indirectly through another “

dochtermaatschappij ”).

For purposes of Limitation on Liens and Limitation on Sale and Leaseback Transactions, the Indenture defines the term “ value ” with respect to a manufacturing plant as the amount equal to the greater of:

• the net proceeds of the sale or transfer of such manufacturing plant; or

• the fair value of such manufacturing plant at the time of entering into such Sale and Leaseback Transaction, as determined by the

Board of Directors of Parent.

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This amount is divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to renewal or extension options contained in such lease.

The Trustee Under the Indenture

The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture. The Bank of New York Mellon Trust Company,

N.A. and/or its affiliates is among the banks with which we maintain ordinary banking relationships.

The Trustee may resign or be removed with respect to one or more series of Notes, and a successor Trustee may be appointed to act with respect to such series. In the event that two or more persons are acting as Trustee with respect to different series of Notes under the Indenture, each such Trustee will be a Trustee of a trust separate and apart from the trust administered by any other such Trustee, and any action described herein to be taken by the “Trustee” may then be taken by each such Trustee with respect to, and only with respect to, the one or more series of

Notes for which it is Trustee.

Modification or Waiver

There are three types of changes that we can make to the Indenture and the Notes.

Changes Requiring Your Approval . First, there are changes that cannot be made to any holder’s Notes without the approval of each such affected holder. Following is a list of those types of changes:

• a change of the Stated Maturity of the principal of or interest on a Note;

• a reduction of any amounts due on a Note (including Additional Amounts);

• a reduction of the amount of principal payable upon acceleration of the Maturity of a Note following a default;

• an adverse effect on any right of repayment at your option;

• a change of the place or Currency of payment on a Note;

• impairment of your right to sue for payment;

• a reduction of the percentage of holders of Notes whose consent is needed to modify or amend the Indenture;

• a reduction of the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the

Indenture or to waive certain defaults; or

• a modification of any other aspect of the provisions of the Indenture dealing with modification and waiver of past defaults, the quorum or voting requirements of the Notes or provisions relating to the waiver of certain covenants, except to increase any percentage of consents required to amend an Indenture or for any waiver or to add certain provisions that cannot be modified without the approval of each holder under Section 902.

Changes Requiring a Majority Vote . The second type of change to the Indenture and the Outstanding Notes is the kind that requires a vote in favor by holders of Outstanding Notes owning a majority of the principal amount of the particular series affected. Most changes fall into this category, except for clarifying changes and certain other changes that would not adversely affect holders of the Outstanding Notes of the affected series in any material respect. The same vote would be required for us to obtain a waiver of all or part of certain covenants in the Indenture or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the Indenture or the Outstanding Notes listed in the first category described above under “—Changes Requiring Your Approval” unless we obtain your individual consent to the waiver.

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Changes Not Requiring Approval . The third type of change does not require any vote by holders of any series of Outstanding Notes. This type is limited to clarifications and certain other changes that would not adversely affect holders of the Outstanding Notes in any material respect.

Notes of a series will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust for holders of Notes of such series money for their payment or redemption. Notes will also not be eligible to vote if they have been fully defeased as described later under “Defeasance and Covenant Defeasance.”

We will generally be entitled to set any day as a record date for the purpose of determining the holders of Notes that are entitled to vote or take other action under the Indenture. If we set a record date for a vote or other action to be taken by holders of a particular series of Notes, that vote or action may be taken only by persons who are holders of Notes of that series on the record date.

If your securities are held by a bank or brokerage firm, you should consult them for information on how approval may be granted

or denied if we seek to change the Indenture or the Notes or request a waiver .

Except for any consent that must be given by the holder of each Note affected thereby, as described above, the holders of a majority in principal amount of the Outstanding Notes of a series may adopt any resolution presented at a meeting at which a quorum is present. However, any resolution with respect to any action which the Indenture expressly provides may be taken by a specified percentage less than a majority in principal amount of the Outstanding Notes of a series may be adopted at a meeting at which a quorum is present by vote of that specified percentage. Any resolution passed or decision taken at any meeting of holders of Notes of a series in accordance with the Indenture will be binding on all holders of Notes of that series. The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in principal amount of the Outstanding Notes of a series, except that if any action is to be taken at such meeting which may be given by the holders of not less than a specified percentage in principal amount of the Outstanding Notes of a series, the persons holding or representing such specified percentage in principal amount of the Outstanding Notes of that series will constitute a quorum.

Notwithstanding the above, if any action is to be taken at a meeting of holders of Notes of a series that the Indenture expressly provides may be taken by the holders of a specified percentage in principal amount of all Outstanding Notes affected thereby or of the holders of such series and one or more additional series:

• there will be no minimum quorum requirement for that meeting; and

• the principal amount of the Outstanding Notes of that series that vote in favor of such action will be taken into account in determining whether that action has been taken under the Indenture.

Defeasance and Covenant Defeasance

Defeasance . If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the Notes (called “defeasance”) if we put in place the following other arrangements for you to be repaid:

• We must deposit in trust for your benefit and the benefit of all other direct holders of the Notes a combination of money and U.S. government or U.S. government agency obligations that will generate enough cash to make interest, principal and any other payments on such Notes on their various due dates.

• We must deliver to the Trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an Internal

Revenue Service (the “IRS”) ruling that lets us make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit and just repaid the Notes ourselves. Under current U.S. federal tax law, the deposit and our legal release from the Notes would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds are deposited in trust in exchange for your Notes, and you would recognize gain or loss on the Notes at the time of the deposit.

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If we ever accomplish defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the Notes. You could not look to us for repayment in the event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever become bankrupt or insolvent. If we accomplish a defeasance, we would retain only the obligations to register the transfer or exchange of the Notes, to maintain an office or agency in respect of the Notes and to hold monies for payment in trust.

Covenant Defeasance . Under current U.S. federal tax law, we can make the same type of deposit described above and be released from some of the restrictive covenants in the Indenture. These covenants relate to “Limitation on Liens” and “Limitation on Sale and Leaseback

Transactions” summarized above. This is called “covenant defeasance.” In that event, you would lose the protection of those covenants but would gain the protection of having money and debt securities set aside in trust to repay the Notes. In order to achieve covenant defeasance, we must do the following:

• deposit in trust for your benefit and the benefit of all other direct holders of the Notes a combination of money and U.S. government or U.S. government agency obligations that will generate enough cash to make interest, principal and any other payments on the

Notes on their various due dates; and

• deliver to the Trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit and just repaid the

Notes ourselves.

If we accomplish covenant defeasance, you can still look to us for repayment of the Notes if there were a shortfall in the trust deposit or the

Trustee were prevented from making payment. In fact, if one of the remaining Events of Default occurred, such as our bankruptcy, and the Notes become immediately due and payable, there may be such a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The exchange of Outstanding Notes for Exchange Notes in the exchange offers will not constitute a taxable event to holders for United

States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of Outstanding Notes for Exchange Notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising

under the laws of any other taxing jurisdiction.

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes where such

Outstanding Notes were acquired as a result of market-making activities or other trading activities. Eaton and the Guarantors have agreed to amend or supplement this prospectus for a period of up to 180 days after the last exchange date (as such period may be extended under the registration rights agreement), in order to expedite or facilitate the disposition of any Exchange Notes by any broker-dealers. Eaton and the

Guarantors further agreed that broker-dealers shall be authorized to deliver such prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales of the Exchange Notes.

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We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an

“underwriter” within the meaning of the Securities Act. Any profit of any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Eaton and the Guarantors have agreed to pay all the expenses incident to the exchange offers (including the fees and expenses of one counsel for the holders of the Outstanding Notes) other than commissions or concessions of any broker-dealers and will indemnify you

(including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

WHERE YOU CAN FIND MORE INFORMATION

Eaton Corporation plc has historically filed annual, quarterly and current reports and other information with the SEC. You may read and copy any materials we filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please call the

SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public on the SEC’s website at www.sec.gov. However, information contained on the SEC’s website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.

Eaton and the Guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the

Exchange Notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to Eaton, the Guarantors and the Exchange Notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made. You may inspect and copy the registration statement at the address listed above.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus. This means that important information, including those related to our business and finances, can be disclosed by referring you to another document separately filed with the SEC. The information incorporated by reference is considered a part of this prospectus, except for any information superseded by information in this prospectus. In addition, any later information we file with the SEC will automatically update and supersede such information in this prospectus. This prospectus incorporates by reference the documents listed below that Eaton Corporation plc has previously filed with the SEC. In addition, those documents that are filed after the initial filing of the registration statement of which this prospectus is a part and prior to the date of effectiveness of such registration statement are considered part of this prospectus, and those documents that are filed after the date of this prospectus and prior to

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Table of Contents the consummation of the exchange offers pursuant to this prospectus will be considered a part of this prospectus from the date of the filing of such documents.

• Annual Report on Form 10-K of Eaton Corporation plc for the fiscal year ended December 31, 2012, filed on February 28, 2013;

• Quarterly Reports on Form 10-Q of Eaton Corporation plc for the periods ended March 31, 2013, filed on May 3, 2013 and June 30,

2013, filed on August 2, 2013; and

• Current Reports on Form 8-K (only to the extent “filed” and not “furnished”) of Eaton Corporation plc, filed on March 1,

2013, April 26, 2013 and September 6, 2013.

Exhibit 99.1 to our Current Report on Form 8-K filed on September 6, 2013 updates and supersedes Items 1, 6, 7 and 8 of our Annual

Report on Form 10-K for the year ended December 31, 2012 and Exhibit 99.5 to our Current Report on Form 8-K filed on September 6, 2013 updates our Quarterly Report on Form 10-Q of Eaton Corporation plc for the period ended June 30, 2013.

If you are a holder of our Outstanding Notes, you can obtain any of the documents incorporated by reference from us without charge by requesting them in writing or by telephone as follows:

Secretary

Eaton Corporation

1000 Eaton Boulevard

Cleveland, Ohio 44122

(440) 523-5000

IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, YOU MUST REQUEST INFORMATION NO LATER THAN

, 2013, WHICH IS FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFERS.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with any additional information. This prospectus is dated as of the date listed on the cover page. You should not assume that the information contained in this prospectus is accurate as of any date other than such date.

LEGAL MATTERS

The validity and enforceability of the Exchange Notes and the related guarantees will be passed upon for us by Simpson Thacher &

Bartlett LLP, New York, New York.

EXPERTS

The consolidated financial statements of Eaton Corporation plc appearing in Eaton Corporation plc’s Annual Report on Form 10-K for the year ended December 31, 2012, as updated in Exhibit 99.1 of Eaton Corporation plc’s Current Report on Form 8-K dated September 6, 2013 filed with the Securities and Exchange Commission, and the effectiveness of Eaton Corporation plc’s internal control over financial reporting as of December 31, 2012, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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The consolidated financial statements of Cooper Industries plc at December 31, 2011 and 2010, and each of the three years in the period ended December 31, 2011, as updated in Exhibit 99.3 of Eaton Corporation plc’s Current Report on Form 8-K dated September 6, 2013 filed with the Securities and Exchange Commission, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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Eaton Corporation

Offers to Exchange

$600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015,

$1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2017,

$1,600,000,000 aggregate principal amount of 2.750% Senior Notes due 2022,

$700,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 and

$1,000,000,000 aggregate principal amount of 4.150% Senior Notes due 2042, each of which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding unregistered

0.950% Senior Notes due 2015,



4.000% Senior Notes due 2032 and

4.150% Senior Notes due 2042, respectively.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The following summaries are qualified in their entirety by reference to the complete text of the statutes and the constituent documents referred to below.

Ohio Registrants

(a) Eaton Corporation, Eaton US Holdings, Inc. and Eaton Leasing Corporation are incorporated under the laws of Ohio.

Paragraph (E) of Section 1701.13 of the Ohio Revised Code grants each corporation organized under the laws of the State of Ohio, such as

Eaton Corporation, Eaton US Holdings, Inc. and Eaton Leasing Corporation, power to indemnify its directors, officers, persons serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, or other enterprise, and other specified persons.

Provisions relating to indemnification of directors and officers of Eaton Corporation and other specified persons have been adopted pursuant to Ohio law and are contained in Article IV, Section 2 of Eaton Corporation’s Amended Regulations. Under the Amended Regulations,

Eaton Corporation shall indemnify any director, officer or other specified person against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director, officer or other specified person, to the full extent permitted by applicable law. The foregoing statement is subject to, and only part of, the detailed provisions of the Ohio Revised Code and Eaton Corporation’s Amended Regulations referred to herein.

Eaton Corporation has entered into Indemnification Agreements with all of its officers and directors, as well as those officers and directors of Eaton Corporation plc who are serving in such positions at the request of Eaton Corporation. The Agreements provide that Eaton Corporation shall indemnify such directors or officers to the full extent permitted by law against expenses actually and reasonably incurred by them in connection with any claim filed against them by reason of anything done or not done by them in such capacity. The Agreements also require

Eaton Corporation to maintain director and officer insurance which is no less favorable to the director and officer than the insurance in effect on the date of the Agreements, and to establish and maintain an escrow account of up to $10 million to fund Eaton Corporation’s obligations under the Agreements, except that Eaton Corporation is required to fund the escrow only upon the occurrence of a change of control of Eaton

Corporation, as defined under the Agreements.

Eaton Corporation also maintains insurance coverage for the benefit of such directors and officers with respect to many types of claims that may be made against them, some of which may be in addition to those described in Section 2 of Article IV of the Amended Regulations.

Eaton Corporation and its officers, directors and controlling persons may receive indemnification against certain liabilities pursuant to the terms of any underwriting agreement or similar agreement entered into with respect to the Securities registered hereunder.

The Code of Regulations of Eaton US Holdings, Inc. provides, in relevant part, that the corporation shall indemnify, to the fullest extent permitted by law, any director or officer who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fat that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of

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Table of Contents the corporation as a director, officer, partner, trustee, employee, member, manger or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against all expense, liability and loss

(including attorneys’ fees), judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by such person in connection therewith, provided, however, that, with certain exceptions, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the directors of the corporation.

The Code of Regulations of Eaton Leasing Corporation provides, in relevant part, that the corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fat that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, provided, however, that the corporation shall indemnify any such agent of the corporation to an extent that the directors may, in their discretion, so determine.

(b) Eaton Aeroquip LLC is registered under the laws of Ohio.

Paragraphs (A) through (E) of Section 1705.32 of the Ohio Revised Code grant each limited liability company organized under the laws of the State of Ohio, such as Eaton Aeroquip LLC, power to indemnify its members, managers, officers and other specified persons.

Provisions relating to indemnification of the member and any managers or officers of Eaton Aeroquip LLC and other specified persons have been adopted pursuant to Ohio law and are contained in Article X of Eaton Aeroquip LLC’s Operating Agreement. Under the Operating

Agreement, Eaton Aeroquip LLC shall indemnify its member, any manager or officer of it, or other specified person, against any and all obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the indemnified person or party to the fullest extent permitted by applicable law. The foregoing statement is subject to, and only part of, the detailed provisions of the Ohio Revised Code and Eaton Aeroquip LLC’s

Operating Agreement.

Delaware Registrants

(a) Wright Line Holding, Inc. and Cooper B-Line, Inc. are incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify directors and officers in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of

Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of

Chancery or such other court shall deem proper.

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Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

The Bylaws and Certificate of Incorporation of Wright Line Holding, Inc. provide, in relevant part, that the corporation shall indemnify to the full extent permitted by, and in the manner permissible under the DGCL, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that the person, his or her testator or intestate is or was a director or officer of the corporation or any predecessor of the corporation, or served any other enterprise as a director or officer at the request of the corporation or any predecessor of the corporation; provided, however, that no indemnification shall be available (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. In addition, the board of directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that the person, his or her testator or intestate, is or was an employee of the corporation.

The Certificate of Incorporation of Cooper B-Line, Inc. provides, in relevant part, that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing provisions shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under

Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

(b) Eaton Aerospace LLC, Eaton Hydraulics LLC, Wright Line LLC, Eaton Electric Holdings LLC, Cooper Bussmann, LLC,

Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC and Cooper Power Systems, LLC are registered under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

The Limited Liability Company Declaration of Eaton Aerospace LLC provides, in relevant part, that the company shall, to the maximum extent provided by law, indemnify, defend and hold harmless each present or former member, board member or officer to the extent of the company’s assets, from and against any liability, damage, cost, expense, loss, claim, judgment or amounts paid in settlement thereof (including reasonable attorneys’ fees and costs in settlement or defense thereof) incurred by reason of the fact that such person is or was a member, board member or officer; provided, however, that no indemnification shall be available for claims arising out of a breach of the company’s Limited

Liability Company Declaration or any fraud, willful misconduct or breach of fiduciary duty by such person to the company or to the member.

The Limited Liability Company Agreement of Eaton Hydraulics LLC, provides, in relevant part, that the company shall indemnify and defend the member, manager and officers of the company, and any employee or agent of the company or anyone who was serving as such one at the request of the company on behalf of some other entity, and hold each of the them harmless from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the indemnified party (including, without

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Table of Contents limitation, all costs and expenses of defense, appeal and settlement) to the fullest extent permitted by the DLLCA. The indemnification obligations of the company shall be satisfied solely from the assets of the company, and no member shall have any personal liability on account thereof.

The Limited Liability Company Agreement of Wright Line LLC, provides, in relevant part, that the company shall indemnify the member

(and its officers and directors), and each director and officer against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such person in connection with any action or inaction taken in good faith and believed by such person to be in the best interest of the company; provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of the Limited Liability Company Agreement or any employment agreement. Any indemnity shall be paid from, and only to the extent of, the company’s property, and the member shall have no personal liability on account thereof.

The operating agreements of Eaton Electric Holdings LLC, Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC and Cooper Power Systems, LLC, provide, in relevant part, that the company shall indemnify any present or former officer of the company, and may indemnify any present or former member, employee or agent of the company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a member, officer, employee or agent of the company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

New York Registrant

Cooper Wiring Devices, Inc. is incorporated under the laws of New York.

Section 722(a) of the New York Business Corporation Law (the “NYBCL”) provides that a corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a corporation may indemnify directors and officers in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification under this Section shall be made in respect of (i) a threatened action, or a pending action which is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances

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Table of Contents of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 723(a) of the NYBCL provides that a person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section.

Section 721 of the NYBCL provides that the indemnification provided shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled, whether contained in the certificate of incorporation or the bylaws, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

The Bylaws of Cooper Wiring Devices, Inc. provide, in relevant part, that the corporation shall, to the extent legally permissible, indemnify any person made, or threatened to be made a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor) whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity against judgments, fines, amounts paid in settlements and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or other proceeding, or any appeal therein, if such director or officer acted, in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit trust or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Ireland Registrants

Eaton Corporation plc and Cooper Industries are incorporated under the laws of Ireland.

Pursuant to the articles of association of each of Eaton Corporation plc and Cooper Industries (together the Irish Guarantors and each an

Irish Guarantor), the directors and secretary of each Irish Guarantor are indemnified to the extent permitted by the Companies Acts. Each Irish

Guarantor may indemnify the directors or secretary only if the indemnified party receives a favorable judgment in respect of the liability, or where an Irish court determines that the director or the secretary acted honestly and reasonably and ought fairly to be excused. This restriction in the Companies Acts does not apply to executives who are not directors or the secretary of the Irish Guarantors. Any provision for indemnification to a greater extent is void under Irish law, whether contained in a memorandum and articles of association or any contract between the director and the Irish Guarantors.

The articles of association of each Irish Guarantor also contains indemnification and expense advancement provisions for current or former executives who are not directors or the secretary of the relevant Irish Guarantor.

The directors of each Irish Guarantor may, on a case-by-case basis, decide at their discretion that it is in the best interests of that Irish

Guarantor to indemnify an individual director from any liability arising from his or her position as a director of that Irish Guarantor. However, this discretion must be exercised bona fide in the best interest of the relevant Irish Guarantor.

In addition, due to more restrictive provisions of Irish law in relation to the indemnification of directors and the secretary, in connection with the transaction, it is expected that the Irish Guarantors will indemnify its

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Table of Contents directors and certain officers, as well as individuals serving as directors or officers of its subsidiaries, pursuant to indemnification agreements existing or to be entered into by Eaton Corporation.

Netherlands Registrant

Turlock B.V. is incorporated under the laws of Netherlands.

Dutch law does not contain any specific provisions with respect to the indemnification of directors. However, the concept of indemnification of directors of a company for liabilities arising from their actions as members of the executive is accepted in the Netherlands.

Any director with a Dutch law governed employment agreement with the company is entitled to indemnification by law. Indemnification can otherwise be made pursuant to a contract or pursuant to its articles of association. No indemnification can be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of their duties.

None of the directors has entered into a Dutch law employment agreement with Turlock B.V. The directors of Turlock B.V. are covered under the general directors’ and officers’ liability insurance policy that has been entered into by Eaton Corporation which insures directors and officers against the cost of defense, settlement or payment of claims and judgments under certain circumstances.

Luxembourg Registrants

Eaton Controls (Luxembourg) S.à r.l. and Eaton Technologies (Luxembourg) S.à r.l. are incorporated under the laws of

Luxembourg.

As a principle, managers do not contract any personal liability deriving from the liabilities of the company (explicitly for sociétés anonymes: article 58 of the Luxembourg Commercial Code of 10 August 1915 (as amended), (the “1915 Law”)). This is an application of the general rules relating to mandates whereunder it is held that the proxy does not bind himself and that the person represented must execute the obligations undergone in its name by the proxy.

Managers are however responsible for damages caused by their fault. This responsibility may exist towards the company, towards shareholders and towards third parties, depending on the circumstances and the basis of action. Actions may notably be based on either of the following provisions: (i) Article 59 para. 1 of the 1915 Law (“faute de gestion”, mismanagement), (ii) Article 59 para. 2 of the 1915 Law

(violation of legal or statutory provisions), or (iii) Articles 1382, 1383 of the Luxembourg Civil Code.

Article 59 of the 1915 Law reads as follows (free English translation):

“The directors are responsible towards the company, in accordance with common law, for the execution of the mandate which has been conferred upon them and for the faults committed in their management.

They are jointly responsible either towards the company or towards third parties of all damages resulting from infringements of the provisions of company law or of the articles of incorporation. They shall be discharged of this responsibility, in respect of infringements in which they did not take part, only if no fault is imputable to them and if they have denounced the infringements to the next general meeting of shareholders after the date at which they became aware thereof.”

Besides the three cases above, managers may incur liability under criminal law or, in certain circumstances, in case of bankruptcy.

Claims against individual managers on the basis of articles 1382 and 1383 of the Luxembourg Civil Code are available to the company and to any injured person, be it an individual shareholder or a third party creditor of

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Table of Contents the company, if it can be established that an unlawful act or negligence has been committed by the board of managers or a manager. Articles

1382 and 1383 read as follows:

“Any act of man resulting in damage incurred by someone else binds the person responsible for the damage to repair it.” (article

1382)

“Everyone is liable for the damage caused not only by his act but also by his negligence or imprudence” (article 1383).

Any injured person can resort to this individual responsibility of the managers for the following reasons: (i) the actio mandati is not available to the company because the quitus has been granted to the managers; (ii) it is usual practice for managers to have their personal liability covered by insurance policies so that managers should be able to meet their obligations, and (iii) minority shareholders are not entitled to initiate the actio mandati on behalf of the company against its managers.

The claimant will have to demonstrate (a) the negligence of the managers concerned in performing or not performing their obligations,

(b) the damage suffered, and (c) the causal link between the negligence and the damage.

Luxembourg laws and regulations don’t explicitly address the issue of indemnity and insurance coverage for S.à r.l. managers. It is generally considered that the articles of incorporation of the S.à r.l. may provide for indemnity, however limited to the extent the managers are not acting in gross negligence or fraudulently.

Insurance coverage for directors’ and officers’ liability is also permissible under Luxembourg law and may be considered as usual market practice for certain market segments and/or types of companies. However, again there are no legal provisions specifically dealing with Directors’ and Officers’ insurance.

The coordinated articles of incorporation of Eaton Controls (Luxembourg) S.à r.l. and of Eaton Technologies (Luxembourg) S.à r.l. provide in the relevant part that “No Manager commits himself, by reason of his functions, to any personal obligation in relation to the commitments taken on behalf of the Company. Manager(s) are only liable for the performance of their duties. The Company shall indemnify any member of the Board of Managers, officer or employee of the Company, and if applicable, their successors, heirs, executors and administrators, against damages and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been Manager’s), officer or employee of the Company, or, at the request of the Company, any other company of which the Company is a shareholder or creditor and by which he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified is not guilty of gross negligence or misconduct. The foregoing right of indemnification shall not exclude other rights to which the persons to be indemnified pursuant the Articles of Incorporation may be entitled.”

Bermuda Registrant

Cooper Offshore Holdings Ltd. is incorporated under the laws of Bermuda.

The Bye-laws of Cooper Offshore Holdings Ltd. provide that each of its officers, directors and certain other persons shall be indemnified and held harmless out of the funds of Cooper Offshore Holdings Ltd. to the fullest extent provided by Bermuda law against all liabilities, losses, damages or expenses (including but not limited to liabilities under contract, tort and statute or any applicable law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by such party which arise from or in connection with actions or inactions of the indemnified person while acting in such capacity; provided that such indemnification shall not extend to any matter which would render it void pursuant to the Bermuda Companies Act of 1981 (the

II-7


3.15*

3.16*

3.17*

3.18*

3.19*

3.20*

3.21*

3.22*

3.23*

3.5*

3.6*

3.7*

3.8*

3.9*

3.10*

3.11*

3.12*

3.13*

3.14*

“Companies Act”) as in effect from time to time in Bermuda. The bye-laws also provide that such persons shall be indemnified for costs of defense of civil and criminal proceedings and for advancement of expenses in connection with indemnified activities and proceedings. The

Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act also provides that any provision, whether contained in Cooper Offshore Holdings Ltd.’s Bye-laws or in a contract or arrangement between Cooper Offshore

Holdings Ltd. and the director, indemnifying a director against any liability which would attach to him in respect of his fraud or dishonesty will be void.

Item 21. Exhibits and Financial Statement Schedules .

(a) Exhibits

3.1* Amended and Restated Articles of Incorporation of Eaton Corporation.

3.2* Code of Regulations of Eaton Corporation.

3.3

3.4

Certificate of Incorporation of Eaton Corporation plc (incorporated by reference to Exhibit 4.1 of Eaton Corporation plc’s Form S-8

Registration Statement filed on November 30, 2012 (Commission File No. 333-185206)).

Amended and Restated Memorandum and Articles of Incorporation of Eaton Corporation (incorporated by reference to Exhibit 3 of

Eaton Corporation plc’s Form 10-Q Quarterly Report for quarterly period ended September 30, 2012 (Commission File No. 333-

182303)).

Articles of Association of Turlock B.V.

Amended and Restated Articles of Incorporation of Eaton US Holdings, Inc.

Code of Regulations of Eaton US Holdings, Inc.

Deed of Name Change of Eaton Controls (Luxembourg) S.à r.l.

Articles of Association of Eaton Controls (Luxembourg) S.à r.l.

Deed of Foundation of Eaton Technologies (Luxembourg) S.à r.l.

Articles of Association of Eaton Technologies (Luxembourg) S.à r.l.

Certificate of Formation of Eaton Aeroquip LLC.

Operating Agreement of Eaton Aeroquip LLC.

Certificate of Formation of Eaton Aerospace LLC.

Limited Liability Company Declaration of Eaton Aerospace LLC.

Certificate of Formation of Eaton Hydraulics LLC.

Limited Liability Company Agreement of Eaton Hydraulics LLC.

Articles of Incorporation of Eaton Leasing Corporation.

Regulations of Eaton Leasing Corporation.

Certificate of Incorporation of Wright Line Holding, Inc.

Bylaws of Wright Line Holding, Inc.

Certificate of Formation of Wright Line LLC.

Limited Liability Company Agreement of Wright Line LLC.

II-8

4.5*

4.6*

5.1*

5.2*

5.3*

3.32*

3.33*

3.34*

3.35*

3.36*

3.37*

3.38*

3.39*

3.40*

3.41*

4.1

3.24*

3.25*

3.26*

3.27*

3.28*

3.29*

3.30*

3.31*

4.2*

4.3*

4.4


Certificate of Incorporation of Cooper Industries.

Memorandum and Articles of Association of Cooper Industries.

Certificate of Formation of Eaton Electric Holdings LLC.

Amended and Restated Operating Agreement of Eaton Electric Holdings LLC.

Memorandum of Association of Cooper Offshore Holdings Ltd.

Bye-Laws of Cooper Offshore Holdings Ltd.

Certificate of Incorporation of Cooper B-Line, Inc.

Bylaws of Cooper B-Line, Inc.

Certificate of Formation of Cooper Bussmann, LLC.

Operating Agreement of Cooper Bussmann, LLC.

Certificate of Formation of Cooper Crouse-Hinds, LLC.

Amended Operating Agreement of Cooper Crouse-Hinds, LLC.

Certificate of Formation of Cooper Lighting, LLC.

Operating Agreement of Cooper Lighting, LLC.

Certificate of Formation of Cooper Power Systems, LLC.

Operating Agreement of Cooper Power Systems, LLC.

Certificate of Incorporation of Cooper Wiring Devices, Inc.

Bylaws of Cooper Wiring Devices, Inc.

Indenture dated as of November 20, 2012, among Turlock Corporation, the guarantors named therein and The Bank of New York

Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Eaton Corporation plc’s Form 8-K Current

Report filed on November 26, 2012 (Commission File No. 333-182303)).

Supplemental Indenture No. 1, dated as of November 30, 2012, among Eaton Corporation, the guarantors named therein and The

Bank of New York Mellon Trust Company, N.A., as trustee.

Supplemental Indenture No. 2, dated as of January 8, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.

Registration Rights Agreement, dated as of November 20, 2012, among Turlock Corporation, the guarantors named therein and

Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, acting as representatives of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 of Eaton Corporation plc’s Form 8-K Current Report filed on November 26, 2012

(Commission File No. 333-182303)).

Joinder Registration Rights Agreement, dated as of November 30, 2012, among Eaton Corporation, the guarantors named therein and the initial purchasers named therein.

Joinder Registration Rights Agreement, dated as of January 8, 2013, among Eaton Corporation, the guarantors named therein and the initial purchasers named therein.

Opinion of Simpson Thacher & Bartlett LLP.

Opinion of McDonald Hopkins LLC.

Opinion of Appleby (Bermuda) Limited.

II-9

5.4*

5.5*

5.6*

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13


Opinion of A&L Goodbody.

Opinion of Loyens & Loeff (USA) B.V.

Opinion of Linklaters LLP.

Senior Executive Incentive Compensation Plan (effective February 27, 2013) (incorporated by reference to Exhibit 10(a) of Eaton

Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

Deferred Incentive Compensation Plan II (incorporated by reference to Exhibit 10(f) of Eaton Corporation’s Form 10-K Annual

Report for the fiscal year ended December 31, 2007 (Commission File No. 001-01396)).

First Amendment to Deferred Incentive Compensation Plan II (incorporated by reference to Exhibit 4.12 of Eaton Corporation plc’s

Form S-8 filed on November 30, 2012 (Commission File No. 000-54863)).

Excess Benefits Plan II (2008 restatement) (incorporated by reference to Exhibit 10(g) of Eaton Corporation’s Form 10-K Annual


First Amendment to Excess Benefits Plan II (2008 restatement) (incorporated by reference to Exhibit 10(e) of Eaton Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

Incentive Compensation Deferral Plan II (incorporated by reference to Exhibit 10(h) of Eaton Corporation’s Form 10-K Annual


First Amendment to Incentive Compensation Deferral Plan II (incorporated by reference to Exhibit 4.11 of Eaton Corporation plc’s

Form S-8 filed on November 30, 2012 (Commission File No. 000-54863)).

Limited Eaton Service Supplemental Retirement Income Plan II (2008 restatement) (incorporated by reference to Exhibit 10(i) of

Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December 31, 2007 (Commission File No. 001-01396)).

First Amended to Limited Eaton Service Supplemental Retirement Income Plan II (incorporated by reference to Exhibit 10(i) of

Eaton Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-

54863)).

Supplemental Benefits Plan II (2008 restatement) (incorporated by reference to Exhibit 10(j) of Eaton Corporation’s Form 10-K

Annual Report for the fiscal year ended December 31, 2007 (Commission File No. 001-01396)).

First Amended to Supplemental Benefits Plan II (2008 restatement) (incorporated by reference to Exhibit 10(k) of Eaton

Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

Form of Restricted Share Unit Agreement (incorporated by reference to Exhibit 10(l) of Eaton Corporation plc’s Form 10-K Annual


Form of Restricted Share Agreement (incorporated by reference to Exhibit 10(m) of Eaton Corporation plc’s Form 10-K Annual


II-10


10.18

10.19

10.20

10.21

10.14

10.15

10.16

10.17

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

Form of Restricted Share Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.2 of Eaton Corporation’s

Form 8-K Current Report filed on February 1, 2010 (Commission File No. 001-01396)).

Form of Directors’ Restricted Share Unit Agreement (incorporated by reference to Exhibit 10(o) of Eaton Corporation plc’s Form

10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

Form of Stock Option Agreement for Executives (incorporated by reference to Exhibit 10(p) of Eaton Corporation plc’s Form 10-K


Form of Stock Option Agreement for Non-Employee Directors (2008) (incorporated by reference to Exhibit 10(q) of Eaton

Corporation’s Form 10-K Annual Report for the fiscal year ended December 31, 2007 (Commission File No. 001-01396)).

Amended and Restated 2002 Stock Plan (incorporated by reference to Exhibit 4.8 of Eaton Corporation plc’s Form S-8 filed on

November 30, 2012 (Commission File No. 333-185206)).





Second Amended and Restated 2009 Stock Plan (incorporated by reference to Exhibit 4.5 of Eaton Corporation plc’s Form S-8 filed on November 30, 2012 (Commission File No. 333-185206)).



Amendment to Amended and Restated 2012 Stock Plan (incorporated by reference to Exhibit 10(w) of Eaton Corporation plc’s

Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

First Amendment to 2005 Non-Employee Director Fee Deferral Plan (incorporated by reference to Exhibit 4.13 of Eaton

Corporation plc’s Form S-8 filed on November 30, 2012 (Commission File No. 333-185206)).

2013 Non-Employee Director Fee Deferral Plan (incorporated by reference to Exhibit 10(y) of Eaton Corporation plc’s Form 10-K


Form of Change of Control Agreement entered into with officers of Eaton Corporation (incorporated by reference to Exhibit 10(x) of Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December 31, 2008 (Commission File No. 001-01396)).

Form of Indemnification Agreement entered into with officers of Eaton Corporation (incorporated by reference to Exhibit 10(h) of

Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December 31, 2002 (Commission File No. 333-56644)).

Form of Indemnification Agreement entered into with directors (incorporated by reference to Exhibit 10(bb) of Eaton Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

Form of Indemnification Agreement II entered into with directors (incorporated by reference to Exhibit 10(cc) of Eaton Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission File No. 000-54863)).

II-11

10.30

10.31

10.32

10.33

10.34

10.35

10.36

10.37

10.38

10.39

10.40

10.41

10.42

10.43


Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) (incorporated by reference to

Exhibit 10(dd) of Eaton Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012 (Commission

File No. 000-54863)).

Executive Strategic Incentive Plan II (effective January 1, 2001) (incorporated by reference to Exhibit 10(t) of Eaton Corporation’s

Form 10-K Annual Report for the fiscal year ended December 31, 2002 (Commission File No. 333-56644)).

Amended and Restated Supplemental Executive Strategic Incentive Plan (amended and restated February 27, 2013) (incorporated by reference to Exhibit 10(ff) of Eaton Corporation plc’s Form 10-K Annual Report for the fiscal year ended December 31, 2012

(Commission File No. 000-54863)).

Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) (incorporated by reference to Exhibit

10(cc) of Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December 31, 2009 (Commission File No. 001-

01396)).



Trust Agreement—Officers and Employees (dated December 6, 1996) (incorporated by reference to Exhibit 10(q) of Eaton


Trust Agreement—Non-employee Directors (dated December 6, 1996) (incorporated by reference to Exhibit 10(p) of Eaton


Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) (incorporated by reference to Eaton Corporation’s Form 10-K

Annual Report for the fiscal year ended December 31, 1992.

Excess Benefits Plan (amended and restated effective January 1, 1989) (incorporated by reference to Exhibit 10(k) of Eaton


Amendment to Excess Benefit Plan (incorporated by reference to Exhibit 10(mm) of Eaton Corporation plc’s Form 10-K Annual


Supplemental Benefits Plan (amended and restated January 1, 1989) (incorporated by reference to Exhibit 10(j) of Eaton


Amendment to Supplemental Benefits Plan (incorporated by reference to Exhibit 10(oo) of Eaton Corporation plc’s Form 10-K


Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the

Restatement of Financial Results (incorporated by reference to Exhibit 10(mm) of Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December 31, 2007 (Commission File No. 001-01396)).

Amended and Restated Grantor Trust Agreement for Non-Employee Directors’ Deferred Fees Plans—effective January 1, 2010

(incorporated by reference to Exhibit 10(mm) of Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December

31, 2010 (Commission File No. 001-01396)).

II-12


10.44

10.45

10.46

10.47

12.1

Amended and Restated Grantor Trust Agreement for Employees’ Deferred Compensation Plans—effective January 1, 2010

(incorporated by reference to Exhibit 10(nn) of Eaton Corporation’s Form 10-K Annual Report for the fiscal year ended December

31, 2010 (Commission File No. 001-01396)).

Eaton Savings Plan (2013 restatement) (incorporated by reference to Exhibit 10(ss) of Eaton Corporation plc’s Form 10-Q

Quarterly Report for the quarterly period ended March 31, 2013 (Commission File No. 000-54863)).

Eaton Supplemental Retirement Plan (effective January 1, 2013) (incorporated by reference to Exhibit 10(tt) of Eaton Corporation plc’s Form 10-Q Quarterly Report for the quarterly period ended March 31, 2013 (Commission File No. 000-54863)).

The Eaton Puerto Rico Retirement Savings Plan (April 1, 2013 restatement) (incorporated by reference to Exhibit 10(uu) of Eaton

Corporation plc’s Form 10-Q for the quarterly period ended March 31, 2013 (Commission File No. 000-54863)).

Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 of Eaton Corporation plc’s Form 10-Q

Quarterly Report for the quarterly period ended June 30, 2013 (Commission File No. 000-54863))

21.1*

23.1*

23.2*

23.3*

23.4*

23.5*

23.6*

23.7*

23.8*

24.1*

Subsidiaries of Eaton Corporation plc.

Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto).

Consent of McDonald Hopkins LLC (included as part of its opinion filed as Exhibit 5.2 hereto).

Consent of Appleby (Bermuda) Limited (included as part of its opinion filed as Exhibit 5.3 hereto).

Consent of A&L Goodbody (included as part of its opinion filed as Exhibit 5.4 hereto).

Consent of Loyens & Loeff (USA) B.V. (included as part of its opinion filed as Exhibit 5.5 hereto).

Consent of Linklaters LLP (included as part of its opinion filed as Exhibit 5.6 hereto).

Consent of Ernst & Young LLP regarding financial statements of Eaton Corporation plc.

Consent of Ernst & Young LLP regarding financial statements of Cooper Industries plc.

Omnibus Powers of Attorney for Registrants incorporated/organized in the U.S.

24.2*

25.1*

99.1*

99.2*

99.3*

Omnibus Powers of Attorney for Registrants incorporated/organized outside of the U.S.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A.

Form of Letter of Transmittal.

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Form of Letter to Clients.

99.4* Form of Notice of Guaranteed Delivery.

* Filed herewith

II-13


Item 22. Undertakings .

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange

Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to

Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to

Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-14


(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (an, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and

Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-15


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on September 6, 2013.

EATON CORPORATION

By: *

Name: Alexander M. Cutler

Title: Chief Executive Officer and President

SIGNATURES

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

*

Alexander M. Cutler

*

Richard H. Fearon

Chief Executive Officer and President

(Principal Executive Officer)

Vice Chairman, Chief Financial and

Planning Officer and Director

(Principal Financial Officer)

Senior Vice President and Controller

(Principal Accounting Officer)

September 6, 2013

September 6, 2013

September 6, 2013

*By:

*

Billie K. Rawot

*

Mark M. McGuire

*

Trent M. Meyerhoefer

/s/ Lizbeth L. Wright

Lizbeth L. Wright

Attorney-in-fact

Director

Director

September 6, 2013

September 6, 2013

II-16


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, on September 6, 2013.

EATON CORPORATION PLC

By: *


Title: Principal Executive Officer and Director

SIGNATURES



Principal Executive Officer and Director September 6, 2013 *


*


*

Billie K. Rawot

Principal Financial Officer the United States

Director

Principal Accounting Officer and

Authorized Representative in

September 6, 2013

September 6, 2013

September 6, 2013 **

George S. Barrett

**

Todd M. Bluedorn

**

Christopher M. Connor

**

Michael J. Critelli

**

Charles E. Golden

**

Linda A. Hill

**

Arthur E. Johnson

Director

Director

Director

Director

Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-17


*By:

**By:

Signature

**

Ned C. Lautenbach

**

Deborah L. McCoy

**

Gregory R. Page

**

Gerald B. Smith




/s/ Thomas E. Moran

Thomas E. Moran


II-18

Title

Director

Director

Director

Director

Date

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013


SIGNATURES


TURLOCK B.V.

By: *

Name: Kurt McMaken

Title: Principal Executive Officer

SIGNATURES



*

Kurt McMaken

*

Olivier Ophele

*

Ian Yule



*

Mark M. McGuire

*

Mark Peterson

*By:

*

Soner Canel

*

Alexis Hubert

*

Maarteen Arnoud Verhoeven

/s/ Thomas E. Moran

Thomas E. Moran


Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

Authorized Representative in the United States

Director

Director

Director

Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-19


SIGNATURES



By: *


Title: President and Director

SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire

*





President and Director

Treasurer and Director

Director

Director




September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-20


SIGNATURES


EATON CONTROLS (LUXEMBOURG) S.À R.L.

By: *



SIGNATURES



*By:

*

Kurt McMaken

*

Olivier Ophele

*

Ian Yule



*

Sabine Knobloch

*

Alexis Hubert

*

Gregory Dujardin

/s/ Thomas E. Moran

Thomas E. Moran






Director

Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-21


SIGNATURES


EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.

By: *



SIGNATURES



*By:

*

Kurt McMaken

*

Olivier Ophele

*

Ian Yule



*

Sabine Knobloch

*

Gregory Dujardin

*

Bruno Lawaree

/s/ Thomas E. Moran

Thomas E. Moran






Director

Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-22


SIGNATURES


EATON AEROQUIP LLC

By: *



SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire





Vice President and Manager



Manager

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-23


SIGNATURES


EATON AEROSPACE LLC

By: *


Title: Manager

SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire




Manager

Manager


Vice President



September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-24


SIGNATURES


EATON HYDRAULICS LLC

By: *



SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire





Vice President and Manager



Manager

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-25


SIGNATURES


EATON LEASING CORPORATION

By: *



SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire





President, Chairman and Director


Vice President and Director

Director


September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-26


SIGNATURES


WRIGHT LINE HOLDING, INC.

By: *



SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire

*

Thomas S. Gross





Director



Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-27


SIGNATURES


WRIGHT LINE LLC

By: *



SIGNATURES



*


*


*

Billie K. Rawot

*

Mark M. McGuire


Director



Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

*By: /s/ Lizbeth L. Wright



II-28


SIGNATURES


COOPER INDUSTRIES

By: *



SIGNATURES



*

Kurt McMaken

*

Olivier Ophele

*

Ian Yule



*

Brian Cooper

*

Thomas E. Moran

*

Patrick Spicer





Director

Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

*By: /s/ Thomas E. Moran

Thomas E. Moran


II-29


SIGNATURES


EATON ELECTRIC HOLDINGS LLC

By: *



SIGNATURES



*


September 6, 2013

*


*

*

*

Billie K. Rawot

Mark M. McGuire


Principal Executive Officer;

Director of Eaton US Holdings Inc., the sole member of Eaton Electric

Holdings LLC

President and Chief Financial Officer

(Principal Financial Officer);

Director of Eaton US Holdings Inc., the sole member of Eaton Electric

Holdings LLC

Vice President and Controller


Director of Eaton US Holdings,

Inc., the sole member of Eaton

Electric Holdings LLC

Director of Eaton US Holdings,

Inc., the sole member of Eaton

Electric Holdings LLC

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013




II-30


SIGNATURES


COOPER OFFSHORE HOLDINGS LTD.

By: *



SIGNATURES



*By:

*

Kurt McMaken

*

Olivier Ophele

*

Ian Yule



*

Francesco Cagliero

*

Paul S. Lewis

/s/ Thomas E. Moran

Thomas E. Moran






Director

Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-31


SIGNATURES


COOPER B-LINE, INC.

By: *



SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire





Vice President and Chief Financial Officer


Vice President, Controller and Director


Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-32


SIGNATURES


COOPER BUSSMANN, LLC

By: *



SIGNATURES



*



President and Director of Eaton US Holdings,

Inc., the sole member of Eaton Electric

Holdings LLC, which is the sole member of


September 6, 2013

*


September 6, 2013

*

Billie K. Rawot

*

Mark M. McGuire



Treasurer and Director of Eaton US Holdings,






September 6, 2013

September 6, 2013

*


Director of Eaton US Holdings, Inc., the sole member of Eaton Electric Holdings LLC, which is the sole member of




September 6, 2013




II-33


SIGNATURES


COOPER CROUSE-HINDS, LLC

By: *



SIGNATURES



*







September 6, 2013

*


September 6, 2013

*

Billie K. Rawot

*

Mark M. McGuire









September 6, 2013

September 6, 2013

*






September 6, 2013




II-34


SIGNATURES


COOPER LIGHTING, LLC

By: *



SIGNATURES



*







September 6, 2013

*


September 6, 2013

*

Billie K. Rawot

*

Mark M. McGuire









September 6, 2013

September 6, 2013

*






September 6, 2013




II-35


SIGNATURES


COOPER POWER SYSTEMS, LLC

By: *



SIGNATURES



*






Cooper Electrical International, LLC, which is the sole member of


September 6, 2013

*


September 6, 2013

*

Billie K. Rawot

*

Mark M. McGuire






Cooper Electrical International, LLC, which is the sole member of




September 6, 2013

September 6, 2013 Director of Eaton US Holdings, Inc., the sole member of Eaton Electric Holdings LLC, which is the sole member of Cooper Electrical

International, LLC, which is the sole member of


II-36


*By:

Signature

*





Title

Director of Eaton US Holdings, Inc., the sole member of Eaton Electric Holdings LLC, which is the sole member of Cooper Electrical

International, LLC, which is the sole member of


II-37

Date

September 6, 2013


SIGNATURES


COOPER WIRING DEVICES, INC.

By: *



SIGNATURES



*By:

*


*


*

Billie K. Rawot

*

Mark M. McGuire





Vice President, Chief Financial Officer and

Director (Principal Financial Officer)

Vice President, Controller and Director


Director

September 6, 2013

September 6, 2013

September 6, 2013

September 6, 2013

II-38

FIRST:

SECOND:

THIRD:

FOURTH:

FIFTH:

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF


The name of the corporation is Eaton Corporation.

The location of its principal office in Ohio is 1000 Eaton Boulevard, Cleveland, Ohio 44122 in Cuyahoga County.

The number of shares which the corporation is authorized to have outstanding is 200,000 common shares, without par value.

To the extent permitted by law, the corporation, by action of its directors, may purchase or otherwise acquire shares in the open market or at private or public sale of any class issued by it as such time, for such consideration, and upon such terms and conditions as its directors may determine, subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the corporation issued and outstanding at the time of such purchase or acquisition.

Amended and Restated Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.

Exhibit 3.2

CODE OF REGULATIONS (these “Regulations”)

OF

EATON CORPORATION (the “Corporation”)

SECTION 1

SHARES

1.1 Certificates . Certificates for shares, certifying the number of fully paid shares owned, shall be issued to each shareholder in such form as shall be approved by the directors. Such certificates shall be signed by the chairman of the Board of Directors (the “Board”), president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer. A full record of each certificate so issued shall be maintained.

1.2 Registration of Transfer . Certificates shall be transferable in person or by written power of attorney, but no transfer shall be entered upon the record until the previous certificate for such shares has been surrendered to the Corporation; provided, however, that the Board shall have authority to enact such rules as it shall deem expedient from time to time concerning the issuance or transfer of certificates.

1.3 Lost. Destroyed or Stolen Certificates . A new share certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon: (a) the execution and delivery to the

Corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit or affirmation of that fact, in a form satisfactory to the Corporation, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed; and (b) the furnishing to the Corporation of indemnity and other assurances satisfactory to the Corporation against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate. In its discretion, the Corporation may require a bond of indemnity, in such form and with one or more sureties satisfactory to the Corporation, from the person claiming the certificate to have been lost, destroyed or wrongfully taken.

1.4 Registered Shareholders . A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. The Corporation shall not be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

SECTION 2

SHAREHOLDERS

2.1 Annual Meeting . The annual meeting of the shareholders of the Corporation shall be held at such time and on such date within two

(2) months before or four (4) months after the close of the business year of the Corporation, as may be fixed by the Board and stated in the notice of the meeting.

2.2 Special Meetings . Special meetings of the shareholders shall be called upon the written request of the chairman of the Board, the president, the Board by action at a meeting, a majority of the Board acting without a meeting, or of the holders of shares entitling them to exercise more than fifty percent (50%) of the voting power of the Corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

2.3 Notice of Meetings . Unless waived, written notice of every annual or special meeting of the shareholders stating the time, location and purpose thereof shall be given, as of a record date fixed by the Board, to each shareholder entitled to vote thereat, or entitled to notice thereof as provided by law, by mailing such notice to the last known address of each shareholder as it appears on the records of the Corporation, by personal delivery, or as provided in Section 7, not less than seven (7) nor more than sixty (60) days prior to such meeting. A shareholder may waive in writing such notice either before or after the meeting, and notice shall be waived by attendance at the meeting unless lack of proper notice is alleged prior to or at the commencement of the meeting. Any written waiver shall be filed with or entered upon the records of the meeting.

2.4 Place of Meetings . Meetings of shareholders shall be held at the principal office of the Corporation unless the Board determines that a meeting shall be held at some other place within or out of the State of Ohio and causes the notice thereof to so state. Any shareholder meeting may, in the discretion of the Board, be held solely through means of communications equipment, rather than at any physical location.

2.5 Quorum . The holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at any meeting, in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Articles of Incorporation (the “Articles”) or these Regulations to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present.

2.6 Record Date . The Board may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of shareholders entitled to: (a) receive notice of or to vote at any meeting; (b) receive payment of any dividend or distribution;

(c) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto; or (d) participate in the execution of written consents, waivers or releases. Said record date shall not be more than sixty (60) days preceding the date of such meeting, the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, as the case may be. If a record date shall not be fixed, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

2.7 Voting . Except as provided by law or in the Articles, every shareholder entitled to vote shall be entitled to cast one (1) vote on each proposal submitted to the meeting for each share held of record by him, her or it on the record date for the determination of the shareholders entitled to vote at the meeting. At any meeting at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast, except when a greater proportion is required by law, the Articles or these Regulations.

2.8 Proxies . A person who is entitled to attend a shareholder meeting, to vote thereat, or to execute consents, waivers and releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of such person’s rights, by proxy or proxies appointed by a writing signed by such person, or by such person’s duly authorized attorney, as provided by the laws of the State of Ohio.

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2.9 Order of Business; Shareholder and Proxy Participation . The order of business at all meetings of the shareholders shall be as determined by the chairman of the meeting. The Board may in its discretion authorize shareholders and proxies to be treated as present at any shareholders meetings (whether held at a physical location or solely through communications equipment) for quorum and other purposes, and to attend any shareholders meetings, by use of communication equipment that enables the shareholders or proxies an opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the meeting contemporaneously with those physically (or otherwise) present.

2.10 Action Without a Meeting . Any action which may be authorized or taken at a meeting of shareholders may be authorized or taken without a meeting by a writing or writings signed by all of the shareholders who would be entitled to notice of a meeting of the shareholders held for the purpose of such action, which writing or writings shall be filed with or entered upon the records of the Corporation.

SECTION 3

DIRECTORS

3.1 General Powers . The business, power and authority of the Corporation shall be exercised, conducted and controlled by a Board, except where the law, the Articles or these Regulations require action to be authorized or taken by the shareholders.

3.2 Number . The number of directors, which shall not be less than the lesser of three or the number of shareholders of record, may be fixed or changed at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on such proposal. The number of directors elected shall be deemed to be the number of directors fixed unless otherwise fixed by resolution adopted at the meeting at which such directors are elected.

3.3 Election . At each meeting of the shareholders for the election of directors, the nominee(s) receiving the greatest number of votes shall become the director(s).

3.4 Tenure of Office . Each director shall hold office until the annual meeting of shareholders next following his or her election and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office or death. A director not reelected at a special meeting of shareholders, one of the purposes of which is the election of a director for such post, shall be deemed to have been removed from office. Directors shall be subject to removal as provided by law or by other lawful procedures and nothing herein shall be construed to prevent the removal of any or all directors in accordance therewith.

3.5 Resignation . A resignation from the Board shall be deemed to take effect immediately upon its being received by an incumbent corporate officer other than an officer who is also the resigning director, unless such other time is specified therein.

3.6 Vacancy . In the event of any vacancy in the Board for any reason, the remaining directors may, by a vote of a majority of their number, fill any such vacancy for the unexpired term.

3.7 Meetings . A regular meeting of the Board shall be held immediately following the adjournment of the annual meeting of the shareholders or a special meeting of the shareholders at which directors are elected. The holding of such shareholders’ meeting shall constitute notice of such Board meeting and such meeting may be held without further notice. Other regular meetings of the Board shall be held at such other times and places as may be fixed by the Board. Special meetings of the Board may

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be held at any time upon call of the chairman of the Board, the president, any vice president, or any director. Any meeting of the Board may be held at any place within or without the State of Ohio in person and/or through any communications equipment if all persons participating in the meeting can hear each other.

3.8 Notice of Meeting . Notice of the time and place of any regular or special meeting of the Board (other than the regular meeting of the

Board following the adjournment of the annual meeting of the shareholders or following any special meeting of the shareholders at which directors are elected) shall be given to each director by personal delivery, by mail, telegram or cablegram, or as provided in Section 7, at least forty-eight (48) hours before the meeting, which notice need not specify the purpose of the meeting. Such notice, however, may be waived in writing by any director either before or after any such meeting, or by attendance at such meeting (including presence by means of participation through any communications equipment as above provided) without protest prior to the commencement thereof.

3.9 Quorum and Voting . At any meeting of the Board, no fewer than a majority of the whole authorized number of directors must be present, in person and/or through any communications equipment as above described, to constitute a quorum for such meeting, except that a majority of the remaining directors in office constitutes a quorum for filling a vacancy in the Board. At any meeting at which a quorum is present, all acts, questions and business which may come before the meeting shall be determined by a majority of the directors present at such meeting, unless the vote of a greater number is required by the Articles or these Regulations.

3.10 Action Without a Meeting . Any action which may be taken at a meeting of Board may be taken without a meeting if authorized by a writing or writings signed by all of the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

3.11 Committees . The Board may from time to time appoint certain of its members to act as a committee or committees in the intervals between meetings of the Board and may delegate to such committee or committees powers to be exercised under the control and direction of the

Board. Each such committee and each member thereof shall serve at the pleasure of the Board. Unless otherwise provided by the Board, a majority of the members of any committee appointed by the Board pursuant to this Section 3.11 shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all action taken by it.

SECTION 4

OFFICERS

4.1 General Provisions . The Board shall elect a president, a secretary and a treasurer, and may elect a chairman of the Board, one (1) or more vice presidents, and such other officers and assistant officers as the Board may from time to time deem necessary. The chairman of the

Board, if any, shall be a director, but no one of the other officers need be a director. Any two (2) or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by two (2) or more officers.

4.2 Powers and Duties . All officers, as between themselves and the Corporation, shall respectively have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board, regardless of whether such authority and

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duties are customarily incident to such office. In the absence of any officer of the Corporation, or for any other reason the Board may deem sufficient, the Board may delegate for the time being, the powers or duties of such officer, or any of them, to any other officer or to any director.

4.3 Tenure of Office . Each officer of the Corporation shall hold office at the pleasure of the Board until his or her successor has been elected or until his or her earlier resignation, removal from office or death. It shall not be necessary for the officers of the Corporation to be elected annually. The election or appointment of an officer for a given term, or a general provision in the Articles or these Regulations with respect to term of office, shall not be deemed to create contract rights.

4.4 Removal . Any officer may be removed, with or without cause, by the Board without prejudice to the contract rights, if any, of such officer.

SECTION 5

INDEMNIFICATION

5.1 Indemnification . The Corporation shall indemnify any director, officer or employee and any former director, officer or employee of the Corporation and any person who is or has served at the request of the Corporation as a director, officer, employee, member, manager or trustee of another corporation, domestic or foreign, non-profit or for profit, a limited liability company or partnership, joint venture, trust or other enterprise, in each case whether organized under the laws of the United States, any state thereof, any foreign nation or any political subdivision thereof (and his or her heirs, executors and administrators) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person by reason of the fact that he or she is or was such director, officer, employee or trustee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by applicable law. The indemnification provided for herein shall not be deemed to restrict the right of the Corporation to indemnify other persons to the extent not prohibited by law. The Corporation may purchase and maintain insurance or furnish similar protection of behalf of or for any person who is or was a director, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, trustee, employee, member, manager or agent of another corporation, joint venture, partnership, trust or other enterprise against any liability asserted against such person or incurred by him or her in any such capacity or arising out of his or her status as such.

5.2 Indemnification Agreements, Etc . The Corporation is expressly authorized to enter into any indemnification or insurance agreements with or on the behalf of any person who is or was a director, officer, employee or designated agent of the Corporation or is or was served that the request of the Corporation as a director, officer, employee, member, manager or designated agent of another corporation, domestic or foreign, non-profit or for profit, a limited liability company, partnership, joint venture, trust or other enterprise, in each case whether organized under the laws of the United States, any state thereof, any foreign nation or any political subdivision thereof, in accordance with the terms of this Section 5 or the laws of the State of Ohio. Such agreements may include, but are not limited to, agreements providing for indemnification or the advancement of expenses, agreements providing for insurance, indemnification or the advancement of expenses by way of self-insurance, whether or not funded through the use of a trust, escrow agreement, letter of credit, or other arrangement, in accordance with Section S, and agreements providing for insurance or indemnification through the commercial insurance market.

5.3 Permissive Indemnification . The Corporation may indemnify any employee or agent of the Corporation to an extent greater than that required by law only if and to the extent that the Board may, in its discretion, so determine.

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5.4 Nonexclusive Remedy . The indemnification and advancement of expenses provided under this Section 5 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the Articles, these Regulations, any agreement, vote of shareholders or of disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.

5.5 Savings Clause . If this Section 5 or any portion thereof shall be invalidated or found unenforceable on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, member, manager or agent of the

Corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes, penalties and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated or found unenforceable, or by any other applicable law.

SECTION 6

SECURITIES HELD BY THE CORPORATION

6.1 Transfer of Securities Owned by the Corporation . All endorsements, assignments, transfers, stock powers, share powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation by the president, a vice president, the secretary or the treasurer or any other person or persons as may be thereunto authorized by the Board.

6.2 Voting Securities Held by the Corporation . The chairman of the Board, the president, any vice president, the secretary or the treasurer, in person or by another person thereunto authorized by the Board, shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any securities issued by other corporation that the Corporation may own.

SECTION 7

ELECTRONIC COMMUNICATIONS

Whenever applicable law, the Articles or these Regulations require the delivery of a document to a person or entity, including but not limited to copies of amended or new regulations, copies of the express terms of shares, financial reports, notices of shareholder and Board meetings, proxy appointments and other required notices, in addition to any other means of delivery specified, delivery may be accomplished by electronic delivery as authorized in advance by the individual recipient of such document.

SECTION 8

CONSISTENCY WITH ARTICLES OF INCORPORATION

If any provisions of these Regulations shall be inconsistent with the Articles (and as they may be amended from time to time), the Articles

(as so amended at the time) shall govern.

SECTION 9

AMENDMENTS

These Regulations may be amended or new regulations may be enacted: (a) by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation at any meeting called for such purpose; or (b) without a meeting, by the written approval of the holders of two-thirds (%) of the voting shares of the Corporation; or (c) by the Board in accordance with the Ohio Revised Code.

In the event of amendment or enactment of new regulations by such written consent, the secretary of the Corporation shall mail a copy of such amendment or new regulations to each shareholder who did not participate in the approval thereof.

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Exhibit 3.5

COMPLETE TEXT OF THE ARTICLES OF ASSOCIATION OF

TURLOCK B.V.,

AFTER EXECUTION OF THE DEED OF AMENDMENT

TO THE ARTICLES OF ASSOCIATION, DATED JULY 9, 2013.

ARTICLES OF ASSOCIATION

Definition of terms

Article 1

In these articles of association, the following terms have the following meanings: a. general meeting: the corporate body of the company formed by the shareholders; b. depositary receipts: depositary receipts for shares in the company’s capital; c. subsidiary: a legal entity or company as referred to in article 2:24a Dutch Civil Code; d. annual accounts: the balance sheet and the profit and loss account, plus the explanatory notes thereto; e. written/in writing: in the form of any message transmitted and received in writing via any normal means of communication, including fax or e-mail; f. holder of a meeting right: party who, pursuant to the law or these articles of association, holds a meeting right; g. meeting right: the right to attend and address the general meeting, either in person or by written proxy.

Name and corporate seat

Article 2

2.1 The company’s name is:

Turlock B.V.

2.2 The company has its corporate seat in Amsterdam.

Objects

Article 3

The objects of the company are: a. to incorporate, conduct the management of, participate in and take any otherfinancial interest in other companies and/or enterprises;

b. to render administrative, technical, financial, economic or managerial services to other companies, persons and/or enterprises; c. to acquire, dispose of, manage and operate real property, personal property and other goods, including patents, trademark rights, licences, permits and other industrial property rights; d. to borrow and/or lend monies, provide security or guarantee or otherwise warrant performance jointly and severally on behalf of others, the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense of the words.

Shares and depositary receipts

Article 4

4.1 The company has an issued share capital divided into one (1) or more shares.

4.2 At least one (1) share must be held by a party other than the company or one (1) of its subsidiaries and for a purpose other than to benefit the company or one (1) of its subsidiaries.

4.3 The shares have a nominal value of one hundred euros (EUR 100.00) each.

4.4 All shares are registered and are numbered consecutively from 1 onwards. No share certificates shall be issued. Attached to each share is a voting right, a meeting right and a right to share in the company’s profits and reserves, in accordance with the provisions of these articles of association.

4.5 No meeting right is attached to depositary receipts. In deviation of the provision in the preceding sentence, the general meeting is authorized to attach or to cancel the meeting right in relation to one (1) or more depositary receipts.

Shareholders’ register

Article 5

5.1 The company’s board of managing directors shall keep a register in which the names and addresses of all the shareholders are recorded, specifying the date on which they acquired their shares, the date of acknowledgment by or service upon the company, the type or class of the shares and the amount paid up on each share. Should a shareholder be exempt from an obligation, requirement or suspension of

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rights as defined in article 2:192 paragraph 1 Dutch Civil Code under the articles of association, that exemption shall be noted. The register shall also contain the names and addresses of all holders of a usufruct or right of pledge on shares, specifying the date on which they acquired such usufruct or right of pledge, the date of acknowledgment by or service upon the company and the rights attached to the shares which are vested in them in accordance with articles 11 and 29 of these articles of association. The names and addresses of the holders of depositary receipts to which a meeting right is attached shall be recorded in the register, specifying the date on which the meeting right was attached to their depositary receipts and the date of acknowledgement by or service upon the company.

5.2 Shareholders and others whose details must be included in the shareholders’ register pursuant to paragraph 1 of this article shall provide the board of managing directors with the required details in a timely fashion. If an electronic address is also provided for inclusion in the shareholders’ register, such provision shall be deemed the permission of the relevant shareholder or other holder of a meeting right to be sent all notifications and announcements, as well as convocations to general meetings, by electronic means.

5.3 The register shall be updated regularly and the grant of each release from liability for payments not yet made shall be recorded therein. All entries or notes in the register shall be signed by a managing director.

5.4 Further to a request to that effect, the board of managing directors shall provide each shareholder, usufructuary, pledgee or holder of a depositary receipt to which a meeting right is attached with an extract from the register relating to its entitlement to its share or depositary receipt, free of charge. If a usufruct or right of pledge has been created on a share, the extract will specify to whom the rights referred to in articles 11 and 29 of these articles of association accrue.

5.5 The board of managing directors shall make the register available at the company’s offices for inspection by the shareholders as well as by the usufructuaries or pledgees to whom the rights referred to in articles 11 and 29 of these articles of association accrue as well as to holders of depositary receipts to which is attached a meeting right. The particulars in the register in respect of shares which have not been paid up in full shall be available for public inspection and a copy or an extract of such particulars shall be provided at no more than cost.

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Issue of shares

Article 6

6.1 The company may only issue shares pursuant to a resolution of the general meeting. The general meeting may delegate its powers in this respect to another corporate body of the company and may revoke such delegation.

6.2 Paragraph 1 of this article shall apply mutatis mutandis to the granting of rights to subscribe for shares but will not apply to the issuing of shares to persons exercising a previously obtained right to subscribe for shares.

Conditions for issuing of shares. Pre-emptive rights

Article 7

7.1 Any resolution to issue shares shall also specify the issue price and any further conditions in connection with the issue. The issuing of shares shall require a notarial deed to be executed for that purpose before a civil-law notary practicing in the Netherlands, to which those involved are party.

7.2 With due observance of the restrictions stipulated by law, each shareholder shall have a pre-emptive right on any further share issue, in proportion to the aggregate amount of his shares.

7.3 Shareholders shall have a similar pre-emptive right with respect to the granting of rights to subscribe for shares.

7.4 The pre-emptive rights may be limited or suspended for each single issue by the corporate body of the company authorized to issue shares.

Payment on shares

Article 8

8.1 On subscription for a share, payment must be made of its nominal value. The company may require that the nominal value or a part thereof must first be paid after a certain period of time or after the company has requested such payment.

8.2 Payment on a share must be made in cash unless another form of contribution has been agreed. The company’s permission is required to pay on shares in a currency other than that in which the nominal value of the shares is denominated.

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Acquisition of shares by the company in its own capital

Article 9

9.1 The company may only acquire shares in its own capital pursuant to a resolution of the board of managing directors.

9.2 Any acquisition by the company of shares in its own capital that are not fully paid up shall be null and void.

9.3 Unless it acquires such shares free of charge, the company may not acquire fully paid-up shares in its own capital if the amount of its equity, less the acquisition price, is less than the reserves that the company must maintain by law or pursuant to these articles of association or if the board of managing directors knows or could reasonably be expected to foresee that the acquisition would make the company unable to continue paying any of its due and payable debts.

9.4 If, after making such an acquisition that was not made free of charge, the company is unable to continue paying its due and payable debts, the managing directors shall, subject to the provisions of law, be jointly and severally liable to the company for the shortfall created by the acquisition. A party disposing of shares who knows or could reasonably be expected to foresee that the acquisition would make the company unable to continue paying any of its due and payable debts shall be liable to the company for payment of the shortfall created by the acquisition of that party’s shares, with said liability not to exceed the acquisition price of the shares it disposed to the company and with due observance of the provisions of law.

9.5 The provisions in the preceding paragraphs shall not apply to shares acquired by the company by operation of law.

9.6 Any acquisition of shares at the expense of the reserves referred to in paragraph 3 of this article shall be null and void. The managing directors shall be jointly and severally liable to a good faith seller of shares who incurs a loss as a result of a sale being declared null and void.

9.7 The term ‘shares’ as used in this article shall be taken to include depositary receipts.

Capital reduction

Article 10

With due observance of article 4 paragraph 2 of these articles of association, the general meeting may resolve to reduce the issued capital of the company, either by a cancellation of shares or by a reduction of the nominal value of the shares by means of an amendment

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of the articles of association. Such resolution shall have no effect as long as it has not been approved by the board of managing directors. The provisions of article 2:208, as well as article 2:216 paragraphs 2 up to and including 4 Dutch Civil Code shall apply accordingly to the aforementioned resolution.

Transfer of shares and depositary receipts. Restricted rights

Article 11

11.1 The transfer of shares and the transfer – including the creation and disposal – of any restricted rights attached to shares shall require a notarial deed to be executed for that purpose before a civil-law notary practicing in the Netherlands, to which those involved are party.

11.2 The transfer in accordance with paragraph 1 of this article will also be valid vis-à-vis the company by operation of law. Unless the company is a party to the legal act, the rights attached to shares cannot be exercised until the company either acknowledges the legal act or the notarial deed has been served upon the company in accordance with the relevant statutory provisions.

11.3 The provisions of paragraph 2 of this article shall apply mutatis mutandis to the transfer of depositary receipts to which a meeting right is attached.

11.4 A shareholder may create a usufruct or right of pledge on one or more of his shares.

11.5 The voting right attached to the shares encumbered with a usufruct or right of pledge shall be vested in the shareholder. The voting right may be vested in the usufructuary or pledgee if this is stipulated on the establishment of the usufruct or right of pledge or if this is agreed afterwards in writing between the shareholder and the usufructuary or pledgee, provided that the transfer of the voting right is approved by the general meeting.

11.6 The provisions of paragraph 2 of this article shall apply mutatis mutandis to a written agreement as referred to in paragraph 5 of this article, above.

Transferability of shares. Approval

Article 12

12.1 If and in so far as all issued shares in the company’s capital are held by a single private individual or legal entity – regardless of whether these are held together with the company itself – the shares can be transferred freely and without any restrictions as referred to in article 2:

195 Dutch Civil Code.

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In all other cases, each transfer of shares, in order to be valid, shall require the prior approval of the general meeting, unless all shareholders have approved the intended transfer in writing. Such approval shall be valid for three (3) months only.

12.2 A shareholder who wishes to transfer shares (the “ applicant ”) shall notify the board of managing directors of that fact in writing, specifying the number of shares to be transferred and the names of the party(ies) to which the applicant wishes to transfer.

12.3 The board of managing directors shall be obliged to call a general meeting and arrange for such meeting to be held within four (4) weeks of receiving the applicant’s notification referred to in paragraph 2 of this article.

If the board of managing directors fails to convene a general meeting within such term, the applicant shall be authorized to convene such general meeting within a period of two (2) weeks after the expiry of that term. The board of managing directors shall be obliged to provide the applicant with all information necessary in this respect.

The convening notice must contain the contents of the notification referred to in paragraph 2 of this article.

12.4 If the general meeting grants the approval requested, the transfer must take place within the following three (3) months.

12.5 The requested approval shall be deemed given if: a. the general meeting referred to in paragraph 3 of this article has not been held within the aforementioned term of four (4) weeks or two (2) weeks thereafter; b. that general meeting has failed to decide on the request for approval; and c. the approval is refused and the general meeting fails to simultaneously specify to the applicant (an)other party(ies) interested in purchasing for cash all shares to which the request for approval relates.

If the situation under paragraph 5a. of this article occurs, approval shall be deemed to have been given on the last date on which the general meeting should have ultimately been held.

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12.6 Unless the applicant and the interested party(ies) specified by the general meeting and accepted by the applicant make deviating arrangements regarding the price or the method of determining the price, the purchase price of the shares shall be determined by an independent expert, who shall, at the request of the party with the greatest interest, be appointed by the Chairman of the Chamber of

Commerce of the district in which the company is or should be registered.

12.7 The applicant shall remain entitled to withdraw his offer, provided that it does so within one (1) month of having been informed of the

12.8 The costs incurred in determining the purchase price shall be borne: a. by the applicant if it withdraws its offer; interested party(ies) to whom it may transfer all of the shares specified in the request for approval and of the price offered for the shares. b. in equal parts by the applicant and the buyer(s) if the shares are purchased by the interested party(ies), on the understanding that each buyer shall contribute to the costs in proportion to the number of shares it has bought; c. by the company, in all cases not included under a or b.

12.9 The company itself may only propose to buy the shares as contemplated in paragraph 5(c) of this article if the applicant so consents.

Board of managing directors

Article 13

13.1 The board of managing directors consists of one (1) or more board members, with the actual number being determined by the general meeting. Each board member of the company has the title of managing director ( directeur ).

13.2 The managing directors are appointed by the general meeting.

13.3 For the purposes of article 9 paragraph 4, article 10 and article 23 paragraph 3 of these articles of association, a person who has determined or co-determined the company’s policies as if he or she were a managing director shall be considered equivalent to a managing director, including the same responsibilities and liabilities.

Suspension and dismissal

Article 14

14.1 The general meeting is authorized to suspend or dismiss a managing director from office at any time.

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14.2 Any such suspension may be extended once or more often, but will be limited to atotal of three (3) months. Such suspension shall expire on lapse of this period unless a resolution has been adopted either to lift the suspension or to dismiss the managing director prior to the end of this period.

Remuneration

Article 15

The general meeting determines the remuneration and other terms and conditions of employment of each managing director.

Managerial duties

Article 16

16.1 Subject to the restrictions set forth in these articles of association and with due observance of the law, the board of managing directors is charged with the management of the company.

16.2 The board of managing directors may adopt rules and regulations governing its decision-making process.

16.3 The board of managing directors may make a division of duties, specifying the individual duties of each managing director.

16.4 The board of managing directors must conduct itself in accordance with the instructions of the general meeting.

The board of managing directors is obliged to follow these instructions unless the instructions are contrary to the best interests of the company and the enterprise affiliated with the company.

Meetings of the board of managing directors

Article 17

17.1 The board of managing directors shall meet as often as a managing director requests a meeting.

17.2 Each managing director is authorized to convene a meeting of the board of managing directors in writing, specifying the topics to be discussed. Such convocation shall take place no less than five (5) days prior to the day of the meeting.

17.3 A summary reflection of the matters addressed at the meeting must be recorded in the minutes.

17.4 A managing director may be represented at the meeting by a fellow managing director authorized by written power of attorney.

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17.5 No legally valid resolutions may be passed with regard to items that are not included in the agenda, the written convening notice or which have not been announced as prescribed or within the prescribed convocation term, unless the managing directors unanimously agree that resolutions on these items shall be passed.

Resolutions of the board of managing directors. Conflict of interest

Article 18

18.1 The board of managing directors adopts resolutions by an absolute majority of the votes cast. Each managing director has a right to cast one (1) vote. In the event the votes are equally divided, the proposal is rejected.

18.2 A managing director with a direct or indirect personal interest that conflicts with the company’s interest may not take part in the deliberations or decision-making. If no resolution can be adopted by the board of managing directors as result thereof, such resolution must be adopted by the general meeting.

18.3 The board of managing directors may adopt resolutions outside meetings provided that all its members have agreed with this method of decision-making and have expressed themselves regarding the proposal concerned in writing.

Representative authority

Article 19

19.1 The board of managing directors represents the company. The authority to represent the company is also vested in two (2) managing directors acting jointly.

19.2 The board of managing directors may appoint officers with a general or special power of attorney. Each officer will represent the company within the scope of his authority. The officers’ titles are determined by the board of managing directors.

Approval of board resolutions

Article 20

20.1 The general meeting is authorized to make subject to its approval resolutions by the board of managing directors. Any such resolution must be clearly described and reported to the board of managing directors in writing.

20.2 The absence of approval as defined in this article will not impair the representative authority of the board of managing directors or of the managing directors.

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Absence. Inability to act

Article 21

If one or more managing director(s) is/are absent or unable to perform his/their duties, the remaining managing director or managing directors shall be temporarily charged with the management of the company. In the event of the absence or inability to act of all the managing directors or the sole managing director, a person appointed for that purpose by the general meeting shall be temporarily charged with the management of the company.

Financial year. Annual accounts

Article 22

22.1 The financial year corresponds with the calendar year.

22.2 The board of managing directors is required to draw up the annual accounts within five (5) months of the end of the company’s financial year, unless this period has been extended by a maximum of six (6) months by the general meeting on account of special circumstances.

22.3 The annual accounts must be signed by the managing directors; if one or more of their signatures is missing, this shall be stated giving the reason therefore. 22.4 The general meeting adopts the annual accounts.

22.5 A resolution to adopt the annual accounts shall not automatically discharge a managing director. The general meeting may resolve to grant one or more managing directors full or partial discharge.

22.6 If all of the shareholders are also managing directors of the company, the signing of the annual accounts by all of the managing directors shall also be considered an adoption as referred to in paragraph 4 of this article, provided that all of the other holders of a meeting right have been given the opportunity to take cognisance of the annual accounts in question and have indicated their assent to this method of adoption as referred to in article 31 paragraph 1 of these articles of association. Contrary to the provisions of paragraph 5 of this article, this adoption shall also constitute a discharge of the managing directors.

22.7 If so required by law, the company shall instruct a qualified auditor to examine its accounts and records. The general meeting is authorized to appoint the auditor. If the general meeting fails to appoint the auditor, the board of managing directors is authorized to do so. The appointment of the auditor may be withdrawn for good reasons with due observance of article 2:393 paragraph 2 Dutch Civil Code.

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22.8 The statutory provisions apply to the annual report, the additional data to be added, the auditor’s report and the publication of the annual report.

Profits

Article 23

23.1 The general meeting is authorized to allocate the profit determined by adopting the annual accounts and to resolve on any distributions, to the extent that the company’s equity exceeds the reserves that the company must maintain pursuant to the law or these articles of association.

23.2 A resolution intending a distribution shall not be effected until the board of managing directors approves such resolution. The board of managing directors shall withhold such approval only if it knows, or could reasonably be expected to foresee, that the distribution would make the company unable to continue paying any of its due and payable debts.

23.3 If, after making such a distribution, the company is unable to continue paying its due and payable debts, the managing directors shall, subject to the provisions of prevailing law, be jointly and severally liable to the company for the shortfall created by the distribution. A party receiving such distribution who knows or could reasonably be expected to foresee that the distribution would make the company unable to continue paying any of its due and payable debts shall be liable to the company for payment of the shortfall created by the distribution, with said liability not to exceed the amount of the distribution received by that party and with due observance of the provisions of prevailing law.

23.4 In calculating the profit distribution, the shares held by the company in its own capital will not be taken into account.

23.5 In calculating the amount to be distributed on each share, only the amount of the obligatory payments on the nominal amount of the shares will be taken into account.

23.6 A claim of a shareholder to receive a distribution expires after five (5) years.

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General meetings

Article 24

24.1 At least once during each financial year, either a general meeting shall be held, orresolutions shall be passed in accordance with article 31 paragraph 1 of these articles of association, or the annual accounts shall be adopted with due observance of the provisions of article 22

24.2 The agenda for such general meeting as mentioned in paragraph 1 of this article shall, among other things, include the following items: a. the annual report; paragraph 6 of these articles of association. b. adoption of the annual accounts; c. discharging the managing directors for the management they performed in the past financial year; d. allocation of result; e. the filling of any vacancies; f. other proposals by the board of managing directors or shareholders or others entitled to cast votes, provided that these proposals have been raised and announced with due observance of the provisions of article 26 of these articles of association.

Other meetings

Article 25

25.1 Without prejudice to the provisions of article 24 paragraph 1 of these articles of association, other general meetings shall be held as often as the board of managing directors or a single managing director considers necessary.

25.2 One or more shareholders who, alone or together, represent at least one one-hundredth (1/100) of the issued capital may submit a written request to the board of managing directors to convene a general meeting, provided that such request contains a detailed description of the items to be addressed at said meeting. The board of managing directors will take the steps necessary to ensure that the general meeting is held within four (4) weeks of its receipt of such request, except in the event of a countervailing substantial company interest.

25.3 For the purposes of the application of this article, shareholders shall be equated with other holders of a meeting right.

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Convocation of meetings. Agenda

Article 26

26.1 General meetings are convened by the board of managing directors or a singlemanaging director, without prejudice to the provisions laid down in article 25 paragraph 2 of these articles of association.

26.2 Convocation shall take place in writing to the addresses recorded in the register of shareholders with due observance of article 5 paragraph

2 of these articles of association and no less than on the eighth (8th) day prior to the day of the meeting.

26.3 The convening notice shall specify the matters to be addressed at the general meeting. Any matters not specified in the convening notice may be announced later, with due observance of the requirements of paragraph 5 of this article.

26.4 Shareholders and other holders of a meeting right who jointly represent at least one one-hundredth (1/100) part of the issued capital shall be entitled to request the board of managing directors to place one (1) or more matters on the agenda for the next general meeting. The board of managing directors shall place such matter(s) on the agenda except in the event of a countervailing substantial company interest.

If the convening notice referred to in paragraph 2 of this article for the next meeting has already been sent out and there are fewer than thirty (30) days between the request for matters to be placed on the agenda and the day of the next meeting, the said matters shall be placed on the agenda for the meeting following that next meeting.

26.5 No legally valid resolutions may be passed with regard to items that are not included in the agenda, the written convening notice or which have not been announced as prescribed or within the prescribed convocation term, unless all holders of a meeting right have agreed with the decision-making on these items and the managing directors have been given the opportunity to advise on the items to be resolved upon prior to the adoption thereof.

Venue for general meetings

Article 27

General meetings shall be held in the municipality in which the company has its corporate seat, its head office, or in the municipality of

Haarlemmermeer (Schiphol Airport). A general meeting may be held elsewhere, provided that all holders of a meeting right have agreed with the meeting venue and the managing directors have been given the opportunity to advise on the items to be resolved upon prior to the adoption thereof.

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Chair. Minutes.

Article 28

28.1 The general meeting shall appoint its own chairperson. The chairperson appoints a secretary.

28.2 The secretary shall take minutes of the proceedings at each general meeting. The said minutes shall be confirmed and signed in evidence thereof by the chairperson and the secretary.

28.3 The chairperson or the party who convened the meeting may resolve to have a notarial report made of the proceedings at the meeting. Such notarial report shall be co-signed by the chairperson.

28.4 The board of managing directors is required to keep records of the resolutions adopted by the general meeting and deposit them at the company’s office for inspection by the shareholders and other holders of a meeting right. Upon request, each shareholder and holder of a meeting right will be provided with a copy of or excerpt from the records at no more than cost.

28.5 If the board of managing directors is not represented at a meeting, the chairperson of the meeting is responsible for ensuring that the board of managing directors is given a copy of the resolutions adopted as soon as possible after the meeting.

Meeting right. Right to attend

Article 29

29.1 A meeting right is allocated to shareholders, holders of depositary receipts for shares to which a meeting right is attached and to usufructuaries and pledgees who hold voting rights. Usufructuaries and pledgees who do not hold voting rights shall have a meeting right if no provisions to the contrary were agreed upon the creation or transfer of the usufruct or right of pledge.

29.2 Each holder of a meeting right or its representative who attends a meeting must sign the attendance list.

29.3 Each holder of a meeting right or its representative participating in the general meeting by way of electronic means of communication shall be identified by the chairperson in the manner as stated in the terms and conditions mentioned in paragraph 6 of this article. The name of the holder of a meeting right and the name of any representative participating in the general meeting by way of electronic means of communication shall be added to the attendance list.

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29.4 The managing directors have, in that capacity, an advisory vote at general meetings.

29.5 The general meeting may resolve to allow persons, other than those referred to in this article, to attend general meetings of shareholders.

29.6 The board of managing directors may determine that a holder of a meeting right or its representative may attend and address general meetings, and, insofar as possible, exercise its voting right by electronic means of communication. The board of managing directors sets the terms and conditions for electronic participation to the meeting as mentioned in the previous sentence and announces those in the convening notice. These conditions in any case encompass the method by which the holder of a meeting right or its representative can

(i) be identified through the electronic means of communication, (ii) take direct cognisance of the proceedings at the meeting and

(iii) insofar as possible, exercise its voting right.

Resolutions of the general meeting

Article 30

30.1 Resolutions are passed by an absolute majority of the votes cast, unless the law or these articles of association require a greater majority.

30.2 Each share confers the right to cast one (1) vote. No votes may be cast during the general meeting for a share held by the company or any of its subsidiaries; nor for shares of which either of them holds the depositary receipts.

30.3 If there is a tie in voting at the election of persons, a drawing of lots shall determine the issue. If there is a tie in voting on other matters, the proposal shall be considered rejected.

30.4 Blank votes and invalid votes will be deemed not to have been cast.

30.5 The conditions as referred to in article 29 paragraph 6 of these articles of association mention the manner in which a shareholder or its representative may participate in the voting by way of electronic means.

Resolutions adopted outside a meeting

Article 31

31.1 Shareholder resolutions may be adopted outside meetings, provided that all holders of a meeting right have agreed with this method of decision-making. The managing directors must be given the opportunity to advise on the items to be resolved upon prior to the adoption thereof.

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31.2 If resolutions are passed outside meetings, the votes shall be cast in writing. The requirement that votes be cast in writing may also be satisfied if the resolution is adopted in writing and includes a statement of the method by which each of the shareholders cast its vote.

Amendment to the articles of association

Article 32

The general meeting is authorized to adopt a resolution to amend the articles of association. If a proposal to amend the articles of association is submitted to the general meeting, this must always be stated in the notice convening the general meeting and simultaneously a copy of the proposal containing the proposed amendment verbatim must be deposited at the company’s office for inspection by the shareholders and other holders of a meeting right until the end of the meeting.

Dissolution and liquidation

Article 33

33.1 The general meeting is authorized to adopt a resolution to dissolve the company. If a resolution is to be proposed to the general meeting for dissolving the company, such shall be stated in the convening notice.

33.2 In the event of the company being dissolved , the managing directors shall be the liquidators of the assets of the dissolved company, unless the general meeting appoints other persons to do so.

33.3 The liquidators have the same powers, duties and liabilities as managing directors, insofar as such is compatible with their task as liquidator.

33.4 Any surplus assets remaining after the company’s debts have been settled shall be distributed to the shareholders in proportion to the aggregate nominal value of their individual shareholding.

33.5 After the company has ceased to exist, the company’s accounts, records and other data carriers must be kept for seven (7) years by the person designated for that purpose by the liquidators.

* * * * *

17

Postbus 2720

1000 CS Amsterdam

DOORLOPENDE TEKST VAN DE STATUTEN VAN TURLOCK B.V.,

NA AKTE VAN STATUTENWIJZIGING D.D. 9 JULI 2013

STATUTEN

Begripsbepalingen

Artikel 1

In de statuten wordt onder de volgende definities het volgende verstaan: a. algemene vergadering: het orgaan dat wordt gevormd door de aandeelhouders; b. certificaten: certificaten op naam van aandelen in het kapitaal van de vennootschap; c. dochtermaatschappij: een rechtspersoon of vennootschap als bedoeld in artikel 2:24a Burgerlijk Wetboek; d. jaarrekening: de balans en de winst- en verliesrekening alsmede de toelichting daarop; e. schriftelijk: elk via gangbare communicatiemiddelen, hieronder mede begrepen doch niet beperkt tot telefax of e-mail, overgebracht en op schrift ontvangen bericht; f. vergadergerechtigde: de persoon aan wie op grond van de wet of de statuten vergaderrecht toekomt; g. vergaderrecht: het recht om in persoon, of bij schriftelijk gevolmachtigde, de algemene vergadering bij te wonen en daar het woord te voeren.

Naam en zetel

Artikel 2

2.1 De vennootschap draagt de naam:

Turlock B.V.

2.2 De vennootschap heeft haar zetel te Amsterdam.

Doel

Artikel 3

Het doel van de vennootschap is: a. het oprichten van, het bestuur voeren over, het deelnemen in en het nemen van enig financieel belang in andere vennootschappen en/of ondernemingen; b. het verlenen van diensten op administratief, technisch, financieel, economisch of bestuurlijk gebied aan andere vennootschappen, personen en/of ondernemingen; c. het verkrijgen, vervreemden, beheren en exploiteren van roerende en onroerende zaken en andere goederen, daaronder begrepen patenten, merkrechten, licenties, vergunningen en andere industriële eigendomsrechten; d. het ter leen opnemen en/of ter leen verstrekken van gelden, alsmede het zekerheid stellen, zich sterk maken of zich op andere wijze hoofdelijk naast of voor anderen verbinden, het vorenstaande al of niet in samenwerking met derden en met inbegrip van het verrichten en bevorderen van alle handelingen die daarmede direct of indirect verband houden, alles in de ruimste zin.

Aandelen en certificaten

Artikel 4

4.1 De vennootschap heeft een geplaatst aandelenkapitaal verdeeld in één (1) of meer aandelen.

4.2 Ten minste één (1) aandeel wordt gehouden door een ander dan en anders dan voor rekening van de vennootschap of één (1) van haar dochtermaatschappijen.

4.3 De aandelen hebben een nominale waarde van éénhonderd euro (EUR 100,00) elk.

4.4 Alle aandelen luiden op naam en zijn doorlopend genummerd van 1 af. Aandeelbewijzen worden niet uitgegeven. Aan elk aandeel is het stemrecht, het vergaderrecht en het recht tot deling in de winst en de reserves van de vennootschap, overeenkomstig het bepaalde in deze statuten, verbonden.

4.5 Aan certificaten is geen vergaderrecht verbonden. In afwijking van het bepaalde in de vorige zin, is de algemene vergadering bevoegd tot het verbinden respectievelijk ontnemen van het vergaderrecht aan één (1) of meer certificaten.

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Register van aandeelhouders

Artikel 5

5.1 Het bestuur van de vennootschap houdt een register waarin de namen en adressen van alle aandeelhouders zijn opgenomen, met vermelding van de datum waarop zij de aandelen hebben verkregen, de datum van de erkenning of betekening, de soort of de aanduiding van de aandelen, alsmede van het op ieder aandeel gestorte bedrag. Indien een aandeelhouder niet gebonden is aan een statutaire verplichting of eis of opschorting van rechten als bedoeld in artikel 2:192 lid 1 Burgerlijk Wetboek, wordt dat vermeld. In het register worden tevens opgenomen de namen en adressen van hen die een vruchtgebruik of pandrecht op aandelen hebben, met vermelding van de datum waarop zij het recht hebben verkregen, de datum van erkenning of betekening alsmede een vermelding welke aan de aandelen verbonden rechten hun overeenkomstig de artikelen 11 en 29 van deze statuten toekomen. In het register worden opgenomen de namen en adressen van de houders van certificaten van aandelen waaraan vergaderrecht is verbonden, met vermelding van de datum waarop het vergaderrecht aan hun certificaat is verbonden en de datum van erkenning of betekening.

5.2 Aandeelhouders en anderen van wie gegevens ingevolge lid 1 van dit artikel in het register van aandeelhouders moeten worden opgenomen, verschaffen aan het bestuur tijdig de benodigde gegevens. Indien tevens een elektronisch adres wordt verstrekt ter opneming in het aandeelhoudersregister, zal deze verstrekking worden beschouwd als de instemming van de desbetreffende aandeelhouder of andere vergadergerechtigde om alle kennisgevingen en mededelingen alsmede oproepingen voor een algemene vergadering langs elektronische weg toegezonden te krijgen.

5.3 Het register wordt regelmatig bijgehouden en elk verleend ontslag van aansprakelijkheid voor nog niet gedane stortingen wordt daarin mede aangetekend. Alle inschrijvingen en aantekeningen in het register dienen te worden ondertekend door een bestuurder.

5.4 Het bestuur verstrekt desgevraagd aan een aandeelhouder, een vruchtgebruiker, een pandhouder en een houder van een certificaat waaraan vergaderrecht is verbonden, om niet een uittreksel uit het register met betrekking tot zijn recht op zijn aandeel of certificaat. Rust op een aandeel een vruchtgebruik of een pandrecht, dan vermeldt het uittreksel aan wie de in de artikelen 11 en 29 van deze statuten bedoelde rechten toekomen.

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5.5 Het bestuur legt het register ten kantore van de vennootschap ter inzage van de aandeelhouders, de vruchtgebruikers en pandhouders aan wie de in de artikelen 11 en 29 van deze statuten bedoelde rechten toekomen en van houders van certificaten waaraan vergaderrecht is verbonden. De gegevens van het register omtrent niet volgestorte aandelen zijn ter inzage van een ieder; een afschrift of uittreksel van deze gegevens wordt tegen ten hoogste kostprijs verstrekt.

Uitgifte van aandelen

Artikel 6

6.1 De vennootschap kan slechts aandelen uitgeven ingevolge een besluit van de algemene vergadering. De algemene vergadering kan haar bevoegdheid hiertoe overdragen aan een ander orgaan en kan deze overdracht herroepen.

6.2 Lid 1 van dit artikel is van overeenkomstige toepassing op het verlenen van rechten tot het nemen van aandelen, maar is niet van toepassing op het uitgeven van aandelen aan iemand die een voordien reeds verkregen recht tot het nemen van aandelen uitoefent.

Voorwaarden van uitgifte. Voorkeursrecht

Artikel 7

7.1 Bij het besluit tot uitgifte van aandelen worden de uitgiftekoers en de verdere voorwaarden van uitgifte bepaald. Voor uitgifte van aandelen is vereist een daartoe bestemde, ten overstaan van een in Nederland gevestigde notaris verleden akte, waarbij de betrokkenen partij zijn.

7.2 Iedere aandeelhouder heeft bij uitgifte van aandelen een voorkeursrecht naar evenredigheid van het gezamenlijke bedrag van zijn aandelen, met inachtneming van de beperkingen volgens de wet.

7.3 Een gelijk voorkeursrecht hebben de aandeelhouders bij het verlenen van rechten tot het nemen van aandelen.

7.4 Het voorkeursrecht kan, telkens voor een enkele uitgifte, worden beperkt of uitgesloten door het tot uitgifte bevoegde orgaan.

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Storting op aandelen

Artikel 8

8.1 Bij het nemen van een aandeel moet daarop het nominale bedrag worden gestort. Bedongen kan worden dat het nominale bedrag of een deel daarvan eerst behoeft te worden gestort na verloop van tijd of nadat de vennootschap het zal hebben opgevraagd.

8.2 Storting op een aandeel moet in geld geschieden voor zover niet een andere inbreng is overeengekomen. Storting in een andere geldeenheid dan die waarin het nominale bedrag van de aandelen luidt, kan slechts geschieden met toestemming van de vennootschap.

Verkrijging van eigen aandelen

Artikel 9

9.1 De vennootschap kan slechts aandelen in haar eigen kapitaal verkrijgen ingevolge een besluit van het bestuur.

9.2 Verkrijging door de vennootschap van niet volgestorte aandelen in haar kapitaal is nietig.

9.3 De vennootschap mag, behalve om niet, geen volgestorte eigen aandelen verkrijgen indien het eigen vermogen, verminderd met de verkrijgingsprijs, kleiner is dan de reserves die krachtens de wet of deze statuten moeten worden aangehouden, of indien het bestuur weet of redelijkerwijs behoort te voorzien dat de vennootschap na de verkrijging niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden.

9.4 Indien de vennootschap na een verkrijging anders dan om niet, niet kan voortgaan met de betaling van haar opeisbare schulden, zijn de bestuurders met inachtneming van het bepaalde in de wet, jegens de vennootschap hoofdelijk verbonden voor het tekort dat door de verkrijging is ontstaan. De vervreemder van de aandelen die wist of redelijkerwijs behoorde te voorzien dat de vennootschap na de verkrijging niet zou kunnen voortgaan met het betalen van haar opeisbare schulden is jegens de vennootschap gehouden tot vergoeding van het tekort dat door de verkrijging van zijn aandelen is ontstaan, voor ten hoogste de verkrijgingsprijs van de door hem vervreemde aandelen, met inachtneming van het bepaalde in de wet.

9.5 De vorige leden gelden niet voor aandelen die de vennootschap onder algemene titel verkrijgt.

9.6 Verkrijging van aandelen ten laste van de in lid 3 van dit artikel bedoelde reserves is nietig. De bestuurders zijn hoofdelijk aansprakelijk jegens de vervreemder te goeder trouw die door de nietigheid schade lijdt.

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9.7 Onder het begrip ‘aandelen’ in dit artikel zijn certificaten begrepen.

Kapitaalvermindering

Artikel 10

Met inachtneming van artikel 4 lid 2 van deze statuten, kan de algemene vergadering besluiten tot vermindering van het geplaatste kapitaal door intrekking van aandelen of door de nominale waarde van aandelen bij statutenwijziging te verminderen. Dit besluit heeft geen gevolgen zolang het bestuur geen goedkeuring heeft verleend. De bepalingen van artikel 2:208 alsmede de leden 2 tot en met 4 van artikel 2:216 Burgerlijk

Wetboek zijn van overeenkomstige toepassing op vorenbedoeld besluit.

Levering van aandelen en certificaten. Beperkte rechten

Artikel 11

11.1 Voor de levering van een aandeel of de levering – daaronder begrepen de vestiging en het doen van afstand – van een beperkt recht op een aandeel, is vereist een daartoe bestemde, ten overstaan van een in Nederland gevestigde notaris verleden akte, waarbij de betrokkenen partij zijn.

11.2 De levering overeenkomstig lid 1 van dit artikel, werkt mede van rechtswege tegenover de vennootschap. Behoudens in het geval dat de vennootschap zelf bij de rechtshandeling partij is, kunnen de aan het aandeel verbonden rechten eerst worden uitgeoefend nadat de vennootschap de rechtshandeling heeft erkend of de notariële akte aan haar is betekend overeenkomstig het dienaangaande in de wet bepaalde.

11.3 Het bepaalde in lid 2 van dit artikel vindt overeenkomstig toepassing op de levering van certificaten waaraan vergaderrechten zijn verbonden.

11.4 Een aandeelhouder kan op een of meer van zijn aandelen een vruchtgebruik of een pandrecht vestigen.

11.5 De aandeelhouder heeft het stemrecht op de aandelen waarop het vruchtgebruik of pandrecht is gevestigd. Het stemrecht kan aan de vruchtgebruiker of de pandhouder worden toegekend, indien dit bij de vestiging van het vruchtgebruik of pandrecht is bepaald of nadien schriftelijk tussen de aandeelhouder en vruchtgebruiker of pandhouder is overeengekomen, mits de overgang van het stemrecht is goedgekeurd door de algemene vergadering.

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11.6 Het bepaalde in lid 2 van dit artikel vindt overeenkomstig toepassing op de in lid 5 van dit artikel bedoelde schriftelijke overeenkomst.

Overdraagbaarheid van aandelen. Goedkeuring

Artikel 12

12.1 Indien en zolang alle geplaatste aandelen in het kapitaal van de vennootschap, al dan niet tezamen met de vennootschap zelf, worden gehouden door één (1) natuurlijke- of rechtspersoon, kunnen de aandelen vrijelijk en zonder beperkingen als bedoeld in artikel 2:195

Burgerlijk Wetboek worden overgedragen.

In alle andere gevallen is voor iedere overdracht van aandelen, wil zij geldig zijn, steeds de goedkeuring vereist van de algemene vergadering, tenzij alle medeaandeelhouders schriftelijk hun goedkeuring aan de voorgenomen vervreemding hebben gegeven, welke goedkeuring slechts voor een periode van drie (3) maanden geldig is.

12.2 De aandeelhouder die tot overdracht van aandelen wil overgaan (de “ verzoeker ”) geeft daarvan schriftelijk kennis aan het bestuur, onder opgave van het aantal over te dragen aandelen en de persoon of de personen aan wie hij wenst over te dragen.

12.3 Het bestuur is verplicht een algemene vergadering bijeen te roepen en te doen houden binnen vier (4) weken na ontvangst van de in lid 2 van dit artikel bedoelde kennisgeving.

Indien het bestuur niet binnen voornoemde termijn tot oproeping van een algemene vergadering overgaat, is de verzoeker binnen twee

(2) weken na het verstrijken van die termijn zelf bevoegd een algemene vergadering bijeen te roepen. Het bestuur is verplicht de verzoeker daartoe alle benodigde gegevens te verschaffen.

Bij de oproeping wordt de inhoud van de in lid 2 van dit artikel bedoelde kennisgeving vermeld.

12.4 Indien de algemene vergadering de gevraagde goedkeuring verleent, moet de overdracht binnen drie (3) maanden daarna plaatshebben.

12.5 De gevraagde goedkeuring wordt geacht te zijn verleend indien: a. niet binnen de in lid 3 van dit artikel vermelde termijn van vier (4) weken, respectievelijk twee (2) weken daarna, de aldaar bedoelde algemene vergadering is gehouden; b. in die algemene vergadering omtrent het verzoek tot goedkeuring geen besluit is genomen; en

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c. bedoelde goedkeuring is geweigerd zonder dat de algemene vergadering gelijktijdig met de weigering aan de verzoeker opgave doet van een of meer gegadigden die bereid zijn al de aandelen waarop het verzoek tot goedkeuring betrekking had, tegen contante betaling te kopen.

In het in dit lid onder a vermelde geval wordt de gevraagde goedkeuring geacht te zijn verleend op de dag waarop de algemene vergadering uiterlijk had moeten worden gehouden.

12.6 Tenzij tussen de verzoeker en de door de algemene vergadering aangewezen en door hem aanvaarde gegadigde(n) omtrent de prijs of de prijsvaststelling anders wordt overeengekomen, zal de koopprijs van de aandelen worden vastgesteld door een onafhankelijke deskundige, op verzoek van de meest gerede partij te benoemen door de voorzitter van de Kamer van Koophandel waar de vennootschap ingeschreven is of behoort te zijn.

12.7 De verzoeker blijft bevoegd zich terug te trekken, mits dit geschiedt binnen één (1) maand nadat hem bekend is aan welke gegadigde(n) hij al de aandelen waarop het verzoek tot goedkeuring betrekking had, kan verkopen en tegen welke prijs. 12.8 De kosten van de prijsvaststelling komen ten laste van: a. de verzoeker indien deze zich terugtrekt; b. de verzoeker voor de helft en de koper(s) voor de andere helft indien de aandelen door de gegadigde(n) zijn gekocht, met dien verstande dat iedere koper in de kosten bijdraagt in verhouding tot het aantal door hem gekochte aandelen; en c. de vennootschap in niet onder a of b genoemde gevallen.

12.9 De vennootschap zelf kan slechts met instemming van de verzoeker gegadigde zijn als bedoeld in lid 5 onder c van dit artikel.

Bestuur

Artikel 13

13.1 Het bestuur bestaat uit een door de algemene vergadering vast te stellen aantal van één (1) of meer bestuurders. Iedere bestuurder van de vennootschap heeft de titel van directeur.

13.2 De bestuurders worden benoemd door de algemene vergadering.

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13.3 Met een bestuurder wordt voor de toepassing van de artikelen 9 lid 4, 10 en 23 lid 3 van deze statuten gelijkgesteld degene die het beleid van de vennootschap heeft bepaald of mede heeft bepaald, als ware hij bestuurder met dezelfde verantwoordelijkheden en aansprakelijkheden.

Schorsing en ontslag

Artikel 14

14.1 Iedere bestuurder kan te allen tijde door de algemene vergadering worden geschorst of ontslagen.

14.2 Elke schorsing kan één of meer malen worden verlengd doch in totaal niet langer duren dan drie (3) maanden. De schorsing eindigt na verloop van die tijd, tenzij een besluit is genomen omtrent de opheffing van de schorsing of het ontslag van de bestuurder voor het eind van voornoemde periode.

Bezoldiging

Artikel 15

De bezoldiging en de verdere arbeidsvoorwaarden van iedere bestuurder worden vastgesteld door de algemene vergadering.

Bestuurstaak

Artikel 16

16.1 Het bestuur is, behoudens beperkingen volgens deze statuten en met inachtneming van het bepaalde in de wet, belast met het besturen van de vennootschap.

16.2 Het bestuur kan een reglement vaststellen waarin regels worden gegeven omtrent de wijze van besluitvorming.

16.3 Het bestuur kan bij een taakverdeling bepalen met welke taak iedere bestuurder in het bijzonder zal zijn belast.

16.4 Het bestuur moet zich gedragen naar de aanwijzingen van de algemene vergadering.

Het bestuur is gehouden deze aanwijzingen op te volgen, tenzij deze in strijd zijn met het belang van de vennootschap en de met haar verbonden onderneming.

Bestuursvergaderingen

Artikel 17

17.1 Het bestuur vergadert zo dikwijls als een bestuurder een vergadering verzoekt.

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17.2 Tot vergaderingen van het bestuur kan schriftelijk worden opgeroepen door iedere bestuurder, onder vermelding van de te bespreken onderwerpen. Een dergelijke oproeping vindt plaats niet minder dan vijf (5) dagen voor de dag van de vergadering.

17.3 Het verhandelde ter vergadering wordt zakelijk weergegeven in notulen vastgelegd.

17.4 Een bestuurder kan zich ter vergadering door een mede-bestuurder bij schriftelijke volmacht doen vertegenwoordigen.

17.5 Omtrent onderwerpen die niet zijn opgenomen in de agenda, in de schriftelijke oproeping of welke niet op dezelfde manier zijn aangekondigd of binnen de gestelde oproepingstermijn, kan niet wettig worden besloten, tenzij alle bestuurders ermee hebben ingestemd dat de besluitvorming over die onderwerpen plaatsvindt.

Besluitvorming bestuur. Tegenstrijdig belang

Artikel 18

18.1 Besluiten van het bestuur worden genomen met volstrekte meerderheid van de uitgebrachte stemmen. Iedere bestuurder heeft het recht één

(1) stem uit te brengen. Bij staking van stemmen is het voorstel verworpen.

18.2 Een bestuurder die een direct of indirect persoonlijk belang heeft dat tegenstrijdig is met het belang van de vennootschap neemt niet deel aan de beraadslaging en besluitvorming. Wanneer hierdoor geen bestuursbesluit kan worden genomen, wordt het besluit genomen door de algemene vergadering.

18.3 Het bestuur kan buiten vergadering besluiten nemen mits alle bestuurders met deze wijze van besluitvorming instemmen en zich schriftelijk omtrent het voorstel hebben uitgelaten.

Vertegenwoordiging

Artikel 19

19.1 Het bestuur vertegenwoordigt de vennootschap. De bevoegdheid de vennootschap te vertegenwoordigen komt mede toe aan twee

(2) bestuurders gezamenlijk handelend.

19.2 Het bestuur kan functionarissen met algemene of beperkte vertegenwoordigingsbevoegdheid aanstellen. Elk van hen vertegenwoordigt de vennootschap met inachtneming van de begrenzing aan zijn bevoegdheid gesteld. Hun titulatuur wordt door het bestuur bepaald.

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Goedkeuring bestuursbesluiten

Artikel 20

20.1 De algemene vergadering is bevoegd besluiten van het bestuur aan haar goedkeuring te onderwerpen. Dergelijke besluiten dienen duidelijk omschreven te worden en schriftelijk aan het bestuur te worden meegedeeld.

20.2 Het ontbreken van goedkeuring als bedoeld in dit artikel tast de vertegenwoordigingsbevoegdheid van het bestuur of de bestuurders niet aan.

Ontstentenis of belet

Artikel 21

In geval van ontstentenis of belet van één (1) of meer bestuurders zijn de andere bestuurders of is de andere bestuurder tijdelijk met het bestuur van de vennootschap belast. In geval van ontstentenis of belet van alle bestuurders of van de enige bestuurder is de persoon die daartoe door de algemene vergadering wordt benoemd tijdelijk met het bestuur van de vennootschap belast.

Boekjaar. Jaarrekening

Artikel 22

22.1 Het boekjaar valt samen met het kalenderjaar.

22.2 Jaarlijks binnen vijf (5) maanden na afloop van het boekjaar, behoudens verlenging van deze termijn met ten hoogste zes (6) maanden door de algemene vergadering op grond van bijzondere omstandigheden, wordt door het bestuur een jaarrekening opgemaakt.

22.3 De jaarrekening wordt ondertekend door de bestuurders. Ontbreekt de ondertekening van één (1) of meer bestuurders, dan wordt daarvan onder opgave van reden melding gemaakt.

22.4 De algemene vergadering stelt de jaarrekening vast.

22.5 Een besluit tot vaststelling van de jaarrekening strekt niet tevens tot kwijting aan een bestuurder. De algemene vergadering kan besluiten tot het verlenen van gehele of gedeeltelijke kwijting aan een of meer bestuurders.

22.6 Indien alle aandeelhouders tevens bestuurder van de vennootschap zijn, geldt ondertekening van de jaarrekening door alle bestuurders tevens als vaststelling in de zin van lid 4 van dit artikel, mits alle overige vergadergerechtigden in de gelegenheid zijn gesteld om kennis te nemen van de opgemaakte jaarrekening en met deze wijze van vaststelling hebben ingestemd zoals bedoeld in artikel 31 lid 1 van deze statuten. In afwijking van lid 5 van dit artikel strekt deze vaststelling tevens tot kwijting aan de bestuurders.

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22.7 De vennootschap zal, indien daartoe wettelijk verplicht, een daartoe gekwalificeerde accountant opdracht verlenen tot het onderzoek van de boeken. De algemene vergadering is bevoegd de accountant aan te wijzen. In het geval de algemene vergadering niet tot aanwijzing overgaat, is het bestuur hiertoe bevoegd. De aanwijzing van de accountant kan met inachtneming van het in artikel 2:393 lid 2 Burgerlijk

Wetboek bepaalde worden ingetrokken om gegronde redenen.

22.8 De wettelijke bepalingen zijn van toepassing op het jaarverslag, de additionele gegevens die moeten worden opgenomen, de accountantsverklaring en de openbaarmaking van het jaarverslag.

Winst

Artikel 23

23.1 De algemene vergadering is bevoegd tot bestemming van de winst die door de vaststelling van de jaarrekening is bepaald en tot vaststelling van uitkeringen, voor zover het eigen vermogen groter is dan de reserves die de vennootschap krachtens de wet of de statuten moet aanhouden.

23.2 Een besluit dat strekt tot uitkering heeft geen gevolgen zolang het bestuur geen goedkeuring heeft verleend. Het bestuur weigert slechts zijn goedkeuring indien het weet of redelijkerwijs behoort te voorzien dat de vennootschap na de uitkering niet zal kunnen voortgaan met het betalen van haar opeisbare schulden.

23.3 Indien de vennootschap na een uitkering niet kan voortgaan met de betaling van haar opeisbare schulden, zijn de bestuurders, met inachtneming van het bepaalde in de wet, hoofdelijk verbonden voor het tekort dat door de uitkering is ontstaan. Degene die de uitkering ontving terwijl hij wist of redelijkerwijs behoorde te voorzien dat de vennootschap na de uitkering niet zou kunnen voortgaan met het betalen van haar opeisbare schulden is jegens de vennootschap gehouden tot vergoeding van het tekort dat door de uitkering is ontstaan, ieder voor ten hoogste het bedrag of de waarde van de door hem ontvangen uitkering met inachtneming van het bepaalde in de wet.

23.4 Bij de berekening van iedere uitkering tellen de aandelen die de vennootschap in haar kapitaal houdt, niet mee.

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23.5 Bij de berekening van het bedrag, dat op ieder aandeel zal worden uitgekeerd, komt slechts het bedrag van de verplichte stortingen op het nominale bedrag van de aandelen in aanmerking.

23.6 De vordering van een aandeelhouder om een uitkering te ontvangen, verloopt na vijf (5) jaren.

Algemene vergaderingen

Artikel 24

24.1 Tijdens ieder boekjaar wordt ten minste eenmaal ofwel een algemene vergadering gehouden of overeenkomstig artikel 31 lid 1 van deze

24.2 De agenda van de in lid 1 van dit artikel genoemde algemene vergadering vermeldt onder meer de volgende punten: a. het jaarverslag; statuten besloten of wordt de jaarrekening vastgesteld met inachtneming van het bepaalde in artikel 22 lid 6 van deze statuten. b. vaststelling van de jaarrekening; c. het verlenen van kwijting aan de bestuurders voor het door hen in het afgelopen boekjaar gevoerde bestuur; d. bestemming van het resultaat; e. voorziening in eventuele vacatures; f. andere voorstellen door het bestuur, dan wel aandeelhouders en andere stemgerechtigden, mits deze aan de orde zijn gesteld en zijn aangekondigd met inachtneming van het bepaalde in artikel 26 van deze statuten.

Andere vergaderingen

Artikel 25

25.1 Onverminderd het bepaalde in artikel 24 lid 1 van deze statuten worden andere algemene vergaderingen gehouden zo dikwijls als het bestuur of een bestuurder zulks nodig acht.

25.2 Een of meer aandeelhouders, die alleen of gezamenlijk ten minste één honderdste (1/100) gedeelte van het geplaatste kapitaal vertegenwoordigen, kunnen aan het bestuur schriftelijk en onder nauwkeurige opgave van de te behandelen onderwerpen het verzoek richten een algemene vergadering bijeen te roepen. Het bestuur treft de nodige maatregelen, opdat de algemene vergadering binnen vier

(4) weken na het verzoek kan worden gehouden, tenzij een zwaarwichtig belang van de vennootschap zich daartegen verzet.

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25.3 Voor de toepassing van dit artikel worden met aandeelhouders gelijk gesteld andere vergadergerechtigden.

Oproeping. Agenda

Artikel 26

26.1 De algemene vergaderingen worden onverminderd het bepaalde in artikel 25 lid 2 van deze statuten bijeengeroepen door het bestuur of een bestuurder.

26.2 De oproeping geschiedt schriftelijk aan de adressen volgens het register van aandeelhouders met inachtneming van het bepaalde in artikel 5 lid 2 van deze statuten, niet later dan op de achtste (8 ) dag vóór die van de vergadering.

26.3 Bij de oproeping worden de te behandelen onderwerpen vermeld. Onderwerpen die niet bij de oproeping zijn vermeld, kunnen nader worden aangekondigd met inachtneming van de in lid 5 van dit artikel gestelde vereisten.

26.4 Aandeelhouders en andere vergadergerechtigden, tezamen vertegenwoordigend ten minste één honderdste (1/100) gedeelte van het geplaatste kapitaal, kunnen het bestuur verzoeken één (1) of meer onderwerpen te agenderen voor behandeling op de eerstkomende algemene vergadering. Het bestuur dient tot agendering hiervan over te gaan, tenzij een zwaarwegend belang van de vennootschap zich daartegen verzet. Indien de oproeping als bedoeld in lid 2 van dit artikel voor de eerstkomende vergadering reeds is verzonden en er minder dan dertig (30) dagen zijn gelegen tussen het agenderingsverzoek en de dag van de eerstkomende vergadering, vindt agendering van de aangemelde onderwerpen plaats op de daarna volgende vergadering.

26.5 Omtrent onderwerpen die niet zijn opgenomen in de agenda, in de oproepingsbrief of welke niet op dezelfde manier zijn aangekondigd of binnen de gestelde oproepingstermijn, kan niet wettig worden besloten, tenzij alle vergadergerechtigden ermee hebben ingestemd dat de besluitvorming over die onderwerpen plaatsvindt en de bestuurders voorafgaand aan de besluitvorming in de gelegenheid zijn gesteld om advies uit te brengen.

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Plaats van de algemene vergaderingen

Artikel 27

Algemene vergaderingen worden gehouden in de gemeente waar de vennootschap haar statutaire zetel heeft, in de gemeente waar de vennootschap haar hoofdvestiging heeft, dan wel in de gemeente Haarlemmermeer (Luchthaven Schiphol). Een algemene vergadering kan elders worden gehouden, mits alle vergadergerechtigden hebben ingestemd met de plaats van de vergadering en de bestuurders voorafgaand aan de besluitvorming in de gelegenheid zijn gesteld om advies uit te brengen.

Voorzitterschap. Notulen

Artikel 28

28.1 De algemene vergadering voorziet zelf in haar voorzitterschap. De voorzitter wijst een secretaris aan.

28.2 Van het verhandelde in elke algemene vergadering worden notulen gehouden door de secretaris. De notulen worden vastgesteld door de voorzitter en de secretaris en ten blijke daarvan door hen ondertekend.

28.3 De voorzitter of degene die de vergadering heeft belegd, kan bepalen dat van het verhandelde een notarieel proces-verbaal van vergadering wordt opgemaakt. Het proces-verbaal wordt mede door de voorzitter ondertekend.

28.4 Het bestuur houdt aantekening van de besluiten van de algemene vergadering, welke ten kantore van de vennootschap ter inzage liggen voor de aandeelhouders en andere vergadergerechtigden. Aan ieder van de aandeelhouders en vergadergerechtigden wordt desgevraagd een afschrift of uittreksel van deze aantekeningen verstrekt tegen ten hoogste de kostprijs.

28.5 Indien het bestuur ter vergadering niet is vertegenwoordigd, draagt de voorzitter van de vergadering ervoor zorg dat aan het bestuur zo spoedig mogelijk na de vergadering een afschrift van de genomen besluiten wordt verstrekt.

Vergaderrecht. Toegang

Artikel 29

29.1 Het vergaderrecht komt toe aan aandeelhouders, aan houders van certificaten waaraan vergaderrecht is verbonden en aan vruchtgebruikers en pandhouders die stemrecht hebben. Vruchtgebruikers en pandhouders die geen stemrecht hebben, hebben vergaderrecht indien bij de vestiging of overdracht van het vruchtgebruik of pandrecht niet anders is bepaald.

29.2 Iedere vergadergerechtigde of zijn vertegenwoordiger, die ter vergadering aanwezig is, moet de presentielijst tekenen.

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29.3 Iedere vergadergerechtigde of zijn vertegenwoordiger, die door middel van een elektronisch communicatiemiddel aan de algemene vergadering deelneemt, wordt door de voorzitter van de vergadering geïdentificeerd op de wijze als bepaald in de voorwaarden als bedoeld in lid 6 van dit artikel. De naam van de vergadergerechtigde en de naam van zijn eventuele vertegenwoordiger, die door middel van een elektronisch communicatiemiddel aan de algemene vergadering deelneemt, wordt aan de presentielijst toegevoegd.

29.4 De bestuurders hebben als zodanig in de algemene vergadering een raadgevende stem.

29.5 Omtrent toelating van andere dan de hiervoor in dit artikel genoemde personen beslist de algemene vergadering.

29.6 Het bestuur kan bepalen dat een vergadergerechtigde of zijn vertegenwoordiger tevens bevoegd is om door middel van een elektronisch communicatiemiddel aan de algemene vergadering deel te nemen, daarin het woord te voeren en, voor zover mogelijk, het stemrecht uit te oefenen. Het bestuur stelt de voorwaarden voor elektronische deelname aan de vergadering als bedoeld in de vorige volzin vast en maakt deze bij de oproeping bekend. Deze voorwaarden bevatten in ieder geval de wijze waarop de vergadergerechtigde of zijn vertegenwoordiger (i) via het elektronische communicatiemiddel kan worden geïdentificeerd, (ii) rechtstreeks kan kennisnemen van de verhandelingen ter vergadering en (iii) voor zover mogelijk, het stemrecht kan uitoefenen.

Besluitvorming algemene vergadering

Artikel 30

30.1 Voor zover de wet of deze statuten geen grotere meerderheid voorschrijven, worden alle besluiten genomen met volstrekte meerderheid van de uitgebrachte stemmen.

30.2 Elk aandeel geeft recht op één (1) stem. Voor een aandeel dat toebehoort aan de vennootschap of aan een dochtermaatschappij kan in de algemene vergadering geen stem worden uitgebracht; evenmin voor een aandeel waarvan een hunner de certificaten houdt.

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30.3 Staken de stemmen bij verkiezing van personen, dan beslist het lot. Staken de stemmen bij een andere stemming dan is het voorstel verworpen.

30.4 Blanco stemmen en nietige stemmen gelden als niet uitgebracht.

30.5 De voorwaarden als bedoeld in artikel 29 lid 6 van deze statuten vermelden op welke wijze een aandeelhouder of zijn vertegenwoordiger via een elektronisch communicatiemiddel aan de stemming kan deelnemen.

Besluitvorming buiten vergadering

Artikel 31

31.1 Besluitvorming van aandeelhouders kan op andere wijze dan in vergadering geschieden, mits alle vergadergerechtigden met deze wijze van besluitvorming hebben ingestemd. De bestuurders worden voorafgaand aan de besluitvorming in de gelegenheid gesteld om advies uit te brengen.

31.2 Ingeval van besluitvorming buiten vergadering, worden de stemmen schriftelijk uitgebracht. Aan het vereiste van schriftelijkheid van de stemmen wordt tevens voldaan indien het besluit, onder vermelding van de wijze waarop ieder van de aandeelhouders heeft gestemd, schriftelijk is vastgelegd.

Statutenwijziging

Artikel 32

De algemene vergadering is bevoegd te besluiten tot wijziging van de statuten. Wanneer aan de algemene vergadering een voorstel tot statutenwijziging wordt gedaan, moet zulks steeds bij de oproeping van de algemene vergadering worden vermeld en moet tegelijkertijd een afschrift van het voorstel waarin de voorgedragen wijziging woordelijk is opgenomen, ten kantore van de vennootschap ter inzage worden gelegd voor aandeelhouders en andere vergadergerechtigden tot de afloop van de vergadering.

Ontbinding en vereffening

Artikel 33

33.1 De vennootschap wordt ontbonden door een besluit van de algemene vergadering. Wanneer aan de algemene vergadering een voorstel tot ontbinding wordt gedaan, moet dat bij de oproeping tot de vergadering worden vermeld.

33.2 Indien de vennootschap wordt ontbonden, worden de bestuurders vereffenaars van het vermogen van de ontbonden vennootschap tenzij de algemene vergadering andere personen daartoe aanwijst.

33.3 De vereffenaars hebben dezelfde bevoegdheden, plichten en aansprakelijkheden als bestuurders, voor zover deze verenigbaar zijn met hun taak als vereffenaar.

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33.4 Hetgeen na voldoening van de schulden is overgebleven wordt uitgekeerd aan de aandeelhouders naar evenredigheid van het gezamenlijk nominaal bedrag van ieders aandelen.

33.5 Nadat de vennootschap heeft opgehouden te bestaan worden de boeken, bescheiden en andere gegevensdragers gedurende zeven (7) jaren bewaard door degene die daartoe door de vereffenaars is aangewezen.

* * * * *

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Exhibit 3.6

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

FIRST: The name of the corporation is now Eaton US Holdings, Inc.

SECOND: The location of its principal office in Ohio is 1000 Eaton Boulevard, Cleveland, Ohio 44122 in Cuyahoga County.

THIRD:

FOURTH:

The number of shares which the corporation is authorized to have outstanding is 10,000 common shares, without par value.

To the extent permitted by law, the corporation, by action of its directors, may purchase or otherwise acquire shares’ in the open market or at private or public sale of any class issued by it at such times, for such consideration, and upon such terms and conditions as its directors may determine, subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the corporation issued and outstanding at the time of such purchase or acquisition.

FIFTH: These Amended and Restated Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.

Exhibit 3.7

CODE OF REGULATIONS (these “Regulations”)

OF

EATON INC. (the “Corporation”)

SECTION 1

SHARES

1.1 Certificates. Certificates for shares, certifying the number of fully paid shares owned, shall be issued to each shareholder in such form as shall be approved by the directors. Such certificates shall be signed by the chairman of the Board of Directors (the “Board”), president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer. A full record of each certificate so issued shall be maintained.

1.2 Registration of Transfer. Certificates shall be transferable in person or by written power of attorney, but no transfer shall be entered upon the record until the previous certificate for such shares has been surrendered to the Corporation; provided, however, that the Board shall have authority to enact such rules as it shall deem expedient from time to time concerning the issuance or transfer of certificates.

1.3 Lost, Destroyed or Stolen Certificates. A new share certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon: (a) the execution and delivery to the

Corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit or affirmation of that fact, in a form satisfactory to the Corporation, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed; and (b) the furnishing to the Corporation of indemnity and other assurances satisfactory to the Corporation against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate. In its discretion, the Corporation may require a bond of indemnity, in such form and with one or more sureties satisfactory to the Corporation, from the person claiming the certificate to have been lost, destroyed or wrongfully taken.

1.4 Registered Shareholders. A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. The Corporation shall not be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

SECTION 2

SHAREHOLDERS

2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such time and on such date within two

(2) months before or four (4) months after the close of the business year of the Corporation, as may be fixed by the Board and stated in the notice of the meeting.

1

2.2 Special Meetings. Special meetings of the shareholders shall be called upon the written request of the chairman of the Board, the president, the Board by action at a meeting, a majority of the Board acting without a meeting, or of the holders of shares entitling them to exercise more than fifty percent (50%) of the voting power of the Corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

2.3 Notice of Meetings. Unless waived, written notice of every annual or special meeting of the shareholders stating the time, location and purpose thereof shall be given, as of a record date fixed by the Board, to each shareholder entitled to vote thereat, or entitled to notice thereof as provided by law, by mailing such notice to the last known address of each shareholder as it appears on the records of the Corporation, by personal delivery, or as provided in Section 7, not less than seven (7) nor more than sixty (60) days prior to such meeting. A shareholder may waive in writing such notice either before or after the meeting, and notice shall be waived by attendance at the meeting unless lack of proper notice is alleged prior to or at the commencement of the meeting. Any written waiver shall be filed with or entered upon the records of the meeting.

2.4 Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation unless the Board determines that a meeting shall be held at some other place within or out of the State of Ohio and causes the notice thereof to so state. Any shareholder meeting may, in the discretion of the Board, be held solely through means of communications equipment, rather than at any physical location.

2.5 Quorum. The holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at any meeting, in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Articles of Incorporation (the “Articles”) or these Regulations to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present.

2.6 Record Date. The Board may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of shareholders entitled to: (a) receive notice of or to vote at any meeting; (b) receive payment of any dividend or distribution;

(c) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto; or (d) participate in the execution of written consents, waivers or releases. Said record date shall not be more than sixty (60) days preceding the date of such meeting, the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, as the case may be. If a record date shall not be fixed, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

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2.7 Voting. Except as provided by law or in the Articles, every shareholder entitled to vote shall be entitled to cast one (1) vote on each proposal submitted to the meeting for each share held of record by him, her or it on the record date for the determination of the shareholders entitled to vote at the meeting. At any meeting at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast, except when a greater proportion is required by law, the Articles or these Regulations.

2.8 Proxies. A person who is entitled to attend a shareholder meeting, to vote thereat, or to execute consents, waivers and releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of such person’s rights, by proxy or proxies appointed by a writing signed by such person, or by such person’s duly authorized attorney, as provided by the laws of the State of Ohio.

2.9 Order of Business; Shareholder and Proxy Participation. The order of business at all meetings of the shareholders shall be as determined by the chairman of the meeting. The Board may in its discretion authorize shareholders and proxies to be treated as present at any shareholders meetings (whether held at a physical location or solely through communications equipment) for quorum and other purposes, and to attend any shareholders meetings, by use of communication equipment that enables the shareholders or proxies an opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the meeting contemporaneously with those physically (or otherwise) present.

2.10 Action Without a Meeting. Any action which may be authorized or taken at a meeting of shareholders may be authorized or taken without a meeting by a writing or writings signed by all of the shareholders who would be entitled to notice of a meeting of the shareholders held for the purpose of such action, which writing or writings shall be filed with or entered upon the records of the Corporation.

SECTION 3

DIRECTORS

3.1 General Powers. The business, power and authority of the Corporation shall be exercised, conducted and controlled by a Board, except where the law, the Articles or these Regulations require action to be authorized or taken by the shareholders.

3.2 Number. The number of directors, which shall not be less than the lesser of three or the number of shareholders of record, may be fixed or changed at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on such proposal. The number of directors elected shall be deemed to be the number of directors fixed unless otherwise fixed by resolution adopted at the meeting at which such directors are elected.

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3.3 Election. At each meeting of the shareholders for the election of directors, the nominee(s) receiving the greatest number of votes shall become the director(s).

3.4 Tenure of Office. Each director shall hold office until the annual meeting of shareholders next following his or her election and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office or death. A director not reelected at a special meeting of shareholders, one of the purposes of which is the election of a director for such post, shall be deemed to have been removed from office. Directors shall be subject to removal as provided by law or by other lawful procedures and nothing herein shall be construed to prevent the removal of any or all directors in accordance therewith.

3.5 Resignation. A resignation from the Board shall be deemed to take effect immediately upon its being received by an incumbent corporate officer other than an officer who is also the resigning director, unless such other time is specified therein.

3.6 Vacancy. In the event of any vacancy in the Board for any reason, the remaining directors may, by a vote of a majority of their number, fill any such vacancy for the unexpired term.

3.7 Meetings. A regular meeting of the Board shall be held immediately following the adjournment of the annual meeting of the shareholders or a special meeting of the shareholders at which directors are elected. The holding of such shareholders’ meeting shall constitute notice of such Board meeting and such meeting may be held without further notice. Other regular meetings of the Board shall be held at such other times and places as may be fixed by the Board. Special meetings of the Board may be held at any time upon call of the chairman of the

Board, the president, any vice president, or any director. Any meeting of the Board may be held at any place within or without the State of Ohio in person and/or through any communications equipment if all persons participating in the meeting can hear each other.

3.8 Notice of Meeting. Notice of the time and place of any regular or special meeting of the Board (other than the regular meeting of the

Board following the adjournment of the annual meeting of the shareholders or following any special meeting of the shareholders at which directors are elected) shall be given to each director by personal delivery, by mail, telegram or cablegram, or as provided in Section 7, at least forty-eight (48) hours before the meeting, which notice need not specify the purpose of the meeting. Such notice, however, may be waived in writing by any director either before or after any such meeting, or by attendance at such meeting (including presence by means of participation through any communications equipment as above provided) without protest prior to the commencement thereof.

3.9 Quorum and Voting. At any meeting of the Board, no fewer than a majority of the whole authorized number of directors must be present, in person and/or through any communications equipment as above described, to constitute a quorum for such meeting, except that a majority of the remaining directors in office constitutes a quorum for filling a vacancy in the Board. At any meeting at which a quorum is present, all acts, questions and business which may come before the meeting shall be determined by a majority of the directors present at such meeting, unless the vote of a greater number is required by the Articles or these Regulations.

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3.10 Action Without a Meeting. Any action which may be taken at a meeting of Board may be taken without a meeting if authorized by a writing or writings signed by all of the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

3.11 Committees. The Board may from time to time appoint certain of its members to act as a committee or committees in the intervals between meetings of the Board and may delegate to such committee or committees powers to be exercised under the control and direction of the

Board. Each such committee and each member thereof shall serve at the pleasure of the Board. Unless otherwise provided by the Board, a majority of the members of any committee appointed by the Board pursuant to this Section 3.11 shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all action taken by it.

SECTION 4

OFFICERS

4.1 General Provisions. The Board shall elect a president, a secretary and a treasurer, and may elect a chairman of the Board, one (l) or more vice presidents, and such other officers and assistant officers as the Board may from time to time deem necessary. The chairman of the

Board, if any, shall be a director, but no one of the other officers need be a director. Any two (2) or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by two (2) or more officers.

4.2 Powers and Duties. All officers, as between themselves and the Corporation, shall respectively have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board, regardless of whether such authority and duties are customarily incident to such office. In the absence of any officer of the Corporation, or for any other reason the Board may deem sufficient, the Board may delegate for the time being, the powers or duties of such officer, or any of them, to any other officer or to any director.

4.3 Tenure of Office. Each officer of the Corporation shall hold office at the pleasure of the Board until his or her successor has been elected or until his or her earlier resignation, removal from office or death. It shall not be necessary for the officers of the Corporation to be elected annually. The election or appointment of an officer for a given term, or a general provision in the Articles or these Regulations with respect to term of office, shall not be deemed to create contract rights.

4.4 Removal. Any officer may be removed, with or without cause, by the Board without prejudice to the contract rights, if any, of such officer.

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SECTION 5

INDEMNIFICATION

5.1 Mandatory Indemnification. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, any director or officer who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, member, manager or agent of another Corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, partner, trustee, employee, member, manager or agent or in any other capacity while serving as a director, officer, partner, trustee, employee, member, manager or agent, against all expense, liability and loss (including attorneys’ fees), judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, partner, trustee, employee, member, manager or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.4 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the directors of the Corporation.

5.2 Permissive Indemnification. The Corporation may indemnify any employee or agent of the Corporation to an extent greater than that required by law only if and to the extent that the Board may, in its discretion, so determine.

5.3 Payment of Expenses. The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the Corporation.

Expenses, including attorneys’ fees, incurred by a director or officer of the Corporation in defending any proceeding referred to in Section 5.1 hereof, shall be paid by the Corporation as they are incurred, in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Section 5, which undertaking may be secured or unsecured, at the discretion of the Board.

5.4 Action to Compel Payment. If a claim under Section 5.1 hereof is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to also be paid the expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in

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defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the

Corporation) that the claimant has not met the standards of conduct which makes it permissible under the Ohio General Corporation Law for the

Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Ohio General Corporation Law, nor an actual determination by the Corporation (including its directors, independent legal counsel, or it shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

5.5 Nonexclusive Remedy. The indemnification and advancement of expenses provided under this Section 5 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the Articles, these Regulations, any agreement, vote of shareholders or of disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.

5.6 Contractual Obligation. This Section 5 shall be deemed to be a contract between the Corporation and each director or officer of the

Corporation, or individual who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, member, manager or agent of another Corporation, limited liability company, partnership, joint venture, trust or other enterprise, who serves in such capacity at any time while this Section 5 is in effect, and any repeal, amendment or other modification of this Section 5 shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

5.7 Savings Clause. If this Section 5 or any portion thereof shall be invalidated or found unenforceable on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee, member, manager or agent of the

Corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes, penalties and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of this Section 5 that shall not have been invalidated or found unenforceable, or by any other applicable law.

5.8 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and on behalf of any director, officer, employee or agent of the Corporation or individual serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the

Corporation would have the power to indemnify such person against such expense, liability or loss under the Ohio General Corporation Law.

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SECTION 6

SECURITIES HELD BY THE CORPORATION

6.1 Transfer of Securities Owned by the Corporation. All endorsements, assignments, transfers, stock powers, share powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation by the president, a vice president, the secretary or the treasurer or any other person or persons as may be thereunto authorized by the Board.

6.2 Voting Securities Held by the Corporation. The chairman of the Board, the president, any vice president, the secretary or the treasurer, in person or by another person thereunto authorized by the Board, shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any securities issued by other corporation that the Corporation may own.

SECTION 7

ELECTRONIC COMMUNICATIONS

Whenever applicable law, the Articles or these Regulations require the delivery of a document to a person or entity, including but not limited to copies of amended or new regulations, copies of the express terms of shares. financial reports, notices of shareholder and Board meetings, proxy appointments and other required notices, in addition to any other means of delivery specified, delivery may be accomplished by electronic delivery as authorized in advance by the individual recipient of such document.

SECTION 8

CONSISTENCY WITH ARTICLES OF INCORPORATION

If any provisions of these Regulations shall be inconsistent with the Articles (and as they may be amended from time to time), the Articles

(as so amended at the time) shall govern.

SECTION 9

AMENDMENTS

These Regulations may be amended or new regulations may be enacted: (a) by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation at any meeting called for such purpose; or (b) without a meeting, by the written

Code. In the event of amendment or enactment of new regulations by such written consent, the secretary of the Corporation shall mail a copy of such amendment or new regulations to each shareholder who did not participate in the approval thereof.

************

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Exhibit 3.8

Eaton Holding XI S.à r.l.

Société à responsabilité limitée

Gesellschaftssitz: 12, rue Eugène Ruppert

L-2453 Luxemburg

R,C.S. Luxemburg B 9.145

BESCHLUSS DES ALLEINGESELLSCHAFTERS

vom 14. November 2012 Nummer /2012

Im Jahre zweitausendzwölf, den vierzehnten November, vor dem unterzeichneten Notar Maître Marc Loesch, mit Amtssitz in Mondorfles-Bains, Großherzogtum Luxemburg,

Ist erschienen:

Eaton Holding SE & Co. KG, eine Gesellschaft deutschen Rechts, mit Gesellschaftssitz in 7-11 Hein-Moeller-Strasse, Bonn,

Deutschland, eingetragen im Handelsregister des Amtsgerichts Bonn unter der Nummer HRA 7263 (die “Gesellschafterin”), hier vertreten durch Herrn Marc Frantz, Rechtsanwalt, mit beruflicher Anschrift in Luxemburg, kraft einer privatschriftlichen Vollmacht gegeben durch die Gesellschaft am 12 November 2012.

Die oben genannte Yollmacht, unterschrieben durch den Bevollmachtigten und den unterzeichneten Notar, bleibt der vorliegenden notariellen Urkunde beigefügt.

Die Gesellschafterin hat den unterzeichneten Notar gebeten festzuhalten, dass die Gesellschafterin Alleingesellschafter von Eaton Holding

XI S.à r.l. ist, eine Gesellschaft mit beschränkter Haftung luxemburgischen Rechts, mit einem Gesellschaftskapital von zwölftausendfünfhundert

Euro (EUR 12.500,-), mit Gesellschaftssitz in 12, rue Eugène Ruppert, L-2453 Luxemburg, Großherzogtum Luxemburg, eingetragen beim luxemburgischen Handels- und Gesellschaftsregister unter der Nummer B 9.145, gegründet durch eine notarielle Urkunde vom 22. Juli 1970, veröffentlicht im Mémorial C, Recueil Spécial des Sociétés et Associations, unter der Nummer 180 am 26. Oktober 1970 (die “Gesellschaft”).

Die Gesellschaftssatzung wurde zuletzt durch eine notarielle Urkunde durch den unterzeichneten Notar, vom 9. Mai 2012 geändert, welche im

Mémorial C, Recueil Spécial des Sociétés et Associations , unter der Nummer 1514 am 16. Juni 2012 veröffentlicht wurde. sein:

Die Gesellschafterin erklärt, ausführlich über die Beschlüsse, welche auf Basis der folgenden Tagesordnung zu fassen sind, informiert zu

TAGESORDNUNG

1 Änderung des Namens der Gesellschaft in “Eaton Controls (Luxembourg) S.à r.l”.

2 Abänderung von Artikel 1, Absatz 3, der Gesellschaftssatzung um die Namensänderung der Gesellschaft wiederzugeben.

3 Verschiedenes.

Die Gesellschafterin hat den unterzeichneten Notar aufgefordert folgende Beschlüsse festzuhalten:

ERSTER BESCHLUSS

Die Gesellschafterin hat beschlossen, den Namen der Gesellschaft in “Eaton Controls (Luxembourg) S.à r.l” zu ändern.

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ZWEITER BESCHLUSS

Die Gesellschafterin hat beschlossen Artikel 1, Absatz 3, der Gesellschaftssatzung abzuändern um den obengenannten Beschluss wiederzugeben. Der besagte Absatz lautet künftig wie folgt:

“Die Gesellschaft wird unter dem Namen “Eaton Controls (Luxembourg) S.à r.l” firmieren.”

KOSTEN

Die Ausgaben, Kosten, Vergütungen und Gebuhren, in welcher Form auch immer, die von der Gesellschaft aufgrund dieser Urkunde getragen werden, werden auf ungefähr eintausend Euro (EUR 1.000,-) geschätzt.

Die vorliegende Urkunde wurde aufgenommen in Luxemburg durch den unterzeichneten Notar zum eingangs erwähnten Datum.

Der unterzeichnete Notar, der der deutschen und englischen Sprache mächtig ist, erklärt hiermit, dass auf Anfrage des Vollmachtnehmers der oben erschienenen Partei vorliegende Urkunde in deutscher Sprache verfasst wurde, gefolgt von einer englischen Übersetzung, und dass im

Falle von Abweichungen zwischen der deutschen und der englischen Fassung der deutsche Text maßgebend ist.

Nachdem das Dokument der oben erschienenen Partei, welche dem unterzeichneten Notar bekannt ist durch seinen Namen, Vornamen,

Personenstand und Wohnsitz, vorgelesen wurde, hat diese die vorliegende originale Urkunde zusammen mit dem unterzeichnenden Notar unterschrieben.

HEREAFTER FOLLOWS THE ENGLISH TRANSLATION OF THE ABOVE NEXT TEXT :

In the year two thousand and twelve, on the fourteenth day of November, Before Maître Marc Loesch, notary residing in Mondorf-les-

Bains, Grand Duchy of Luxembourg,

There appeared:

Eaton Holding SE & Co. KG, a company governed by the laws of Germany, with registered office at 7-11 Hein-Moeller-Strasse, Bonn,

Germany, and registered with the local court of Bonn under number HRA 7263 (the “Shareholder”), hereby represented by Mr Marc Frantz, lawyer, residing in Luxembourg, by virtue of a proxy under private seal given by the Shareholder on 12, November 2012.

The said proxy, signed by the proxyholder and the undersigned notary, shall be annexed to the present deed for the purpose of registration.

The Shareholder requested the undersigned notary to document that the Shareholder is the sole shareholder of Eaton Holding XI S.à r.l., a

societe a responsabilité limitée governed by the laws of Luxembourg, having a share capital of twelve thousand five hundred euros (EUR

12,500.-), with registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, having been incorporated following a notarial deed

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dated 22 July 1970, published in the Mémorial C, Recueil Special des Sociétés et Associations number 180 of 26 October 1970 and registered with the Luxembourg Register of Commerce and Companies under number B 9145 (the “Company”). The articles of incorporation of the

Company have for the last time been amended following a deed of the undersigned notary dated 9 May 2012, published in the Mémorial C,

Recueil des Sociétés et Associations number 1514 of 16 June 2012.

The Shareholder, represented as above mentioned, declaring to be fully informed of the resolutions to be taken on the basis of the following agenda:

AGENDA

1. To change the name of the Company to “Eaton Controls (Luxembourg) S.à r.l.,”.

2. To amend article 1, paragraph 3 of the articles of incorporation of the Company so as to reflect the name change of the Company.

3. Miscellaneous. requested the undersigned notary to record the following resolutions:

FIRST RESOLUTION

The Shareholder resolved to change the name of the Company to “Eaton Controls (Luxembourg) S.à r.l.” .

SECOND RESOLUTION

The Shareholder resolved to amend article 1, paragraph 3 of the articles of incorporation of the Company so as to reflect the foregoing resolution. The said paragraph shall from now on read as follows:

“The Company will exist under the name of “Eaton Controls (Luxembourg) S.à r.l.”.

EXPENSES

The expenses, costs, fees and charges of any kind which shall be borne by the Company as a result of the present deed are estimated at one thousand euro (EUR 1,000,-).

Whereof the present deed was drawn up in Luxembourg, on the day named at the beginning of this document.

The undersigned notary who knows German and English, states herewith that on request of the above appearing person, the present deed is worded in German followed by an English version; on request of the same person and in case of inconsistencies between the German and the

English text, the German text will prevail.

The document having been read to the proxvholder of the person appearing, who is known to the notary by his surname, first name, civil status and residence, such person signed together with the notary this original deed.

Exhibit 3.9

Eaton Controls (Luxembourg) S.à r.l.

Société a responsabilité limitée

Siège social: 12, rue Eugène Ruppert

L-2453 Luxembourg

R.C.S. Luxembourg B 9.145

STATUTS COORDONNES à la date du 25 Janvier 2013

Kapitel I. Form. Name. Sitz. Gegenstand. Dauer

Art. 1. Form. Name. Es wird hiermit eine Gesellschaft mit beschränkter Haftung (die “Gesellschaft”) gegründet, die den Gesetzen des

Großherzogtums Luxemburg (den “Gesetzen”) und den Bestimmungen der vorliegenden Satzung (die “Satzung”) unterliegt.

Die Gesellschaft kann aus einem Alleingesellschafter, der Eigentümer aller Gesellschaftsanteile ist, oder aus mehreren Gesellschaftern, deren Zahl jedoch vierzig (40) nicht überschreiten darf, bestehen.

Die Gesellschaft wird unter dem Namen “Eaton Controls (Luxembourg) S.à r.l.” firmieren.

Art. 2. Sitz. Die Gesellschaft wird ihren Sitz in der Stadt Luxemburg haben.

Der Gesellschaftssitz kann durch einen Beschluss der (des) Geschäftsführer(s) an jeden anderen Ort innerhalb der Stadt Luxemburg verlegt werden.

Zweigniederlassungen oder andere Geschäftsstellen können durch einen Beschluss der (des) Geschäftsführer(s) entweder im

Großherzogtum Luxemburg oder im Ausland errichtet werden. Sollte(n) die (der) Geschäftsführer oder die Geschäftsführung der Auffassung sein, dass außergewöhnliche Ereignisse politischer, wirtschaftlicher oder gesellschaftlicher Art aufgetreten sind oder unmittelbar bevorstehen, die die normale Geschäftsführung der Gesellschaft am Gesellschaftssitz oder den Austausch mit der Geschäftsstelle am Gesellschaftssitz beziehungsweise zwischen der Geschäftsstelle am Gesellschaftssitz und im Ausland befindlichen Personen beeintrachtigen könnten, so kann die

Gesellschaft den Gesellschaftssitz vorübergehend bis zur völligen Beilegung der außergewöhnlichen Ereignisse ins Ausland verlegen. Diese vorübergehenden Maßnahmen haben keinerlei Auswirkungen auf das Statut der Gesellschaft, welche trotz der vorübergehenden Verlegung ihres

Sitzes weiterhin den luxemburgischen Gesetzen unterliegt. Die genannten vorübergehenden Maßnahmen sind von der Geschäftsführung zu beschließen und den hiervon betroffenen Dritten mitzuteilen.

Art. 3. Gesellschaftszweck Der Zweck der Gesellschaft umfasst den Verkauf von Erzeugnissen der Firma Klöckner-Moeller GmbH,

Bonn, sowie den Bau und Verkauf von Steuerungs- und Verteileranlagen und alle damit verbundenen Geschäfte.

Der Zweck der Gesellschaft umfasst die Akquisition, das Halten und die Veräußerung von Beteiligungen in luxemburgischen und/oder ausländischen Untemehmen, sowie die Verwaltung, Entwicklung und Betreuung solcher Beteiligungen.

Die Gesellschaft kann zugunsten von Untemehmen, welche der Untemehmensgruppe angehören, jede finanzielle Unterstützung gewähren, wie zum Beispiel die Gewahrung von Darlehen, Garantien und Sicherheiten jeglicher Art und Form.

Die Gesellschaft kann auch in Immobilien, geistiges Eigentum oder jegliche anderen beweglichen oder unbeweglichen Vermögensgüter investieren.

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Die Gesellschaft kann in jeder Art und Form Darlehen aufhehmen und private Emissionen von Schuldscheinen oder ähnlichen Schuldtiteln oder Warrants oder ähnliche Anteile, die Recht auf Aktien geben, ausgeben.

Generell kann die Gesellschaft jede kommerzielle, industrielle oder finanzielle Tätigkeit ausführen, welche für die Ausführung und

Entwicklung ihres Zweckes dienlich ist.

Art.4. Dauer . Die Gesellschaft ist für eine unbegrenzte Dauer gegründet. Sie kann jederzeit aufgelöst werden durch einen Beschluss des/der Gesellschafter, der in Übereinstimmung mit dem nach dem Gesetz oder dieser Satzung für die Änderung der Satzung erforderlichen

Quorum und den erforderlichen Mehrheiten gefasst wird, und in Übereinstimmung mit Artikel 29 dieser Satzung.

Kapitel II. Kapital. Anteile

Art. 5. Ausgegebenes Gesellschaftskapital. Das ausgegebene Kapital der Gesellschaft beträgt einhundertfünfundzwanzig Millionen zwölftausend- fünfhundert Euro (EUR 125.012.500,-), und ist in eine Million einhundert (1.000.100) Anteile mit einem Nennwert von je hundertfünfundzwanzig Euro (EUR 125,-) aufgeteilt. Alle Anteile sind vollständig eingezahlt.

Vorbehaltlich gegenteiliger Bestimmungen der Satzung oder des Gesetzes sind alle Anteile mit denselben Rechten und Pflichten ausgestattet.

Zusätzlich zum ausgegebenen Gesellschaftskapital kann ein Aufgeldkonto eingerichtet werden auf dem alle Emissionsaufgelder, die auf einen Anteil eingezahlt werden, verbucht werden. Der Betrag dieses Aufgeldkontos kann zur Zahlung von Anteilen, die die Gesellschaft von ihrem(n) Gesellschafter(n) zurückkauft, zum Ausgleich von realisierten Nettoverlusten, zur Auszahlung an den/die Gesellschafter in Form von

Dividenden oder um Mittel zur gesetzlichen Rücklage bereitzustellen, verwendet werden.

Art. 6. Anteile . Jeder Anteil berechtigt zu einer Stimme.

Jeder Anteil ist der Gesellschaft gegenüber unteilbar.

Gemeinschaftliche Eigentümer von Anteilen müssen sich gegenüber der Gesellschaft durch einen gemeinsamen Bevollmächtigten, der auch ein Dritter sein kann, vertreten lassen.

Der Alleingesellschafter kann seine Anteile frei übertragen.

Besteht die Gesellschaft aus mehreren Gesellschaftern, so sind die Anteile unter ihnen frei übertragbar und die Anteile können nur dann an

Nicht-Gesellschafter übertragen werden, wenn die Gesellschafter mit einer Mehrheit, die mindestens drei Viertel (3/4) des Gesellschaftskapitals darstellt, ihr Einverständnis erklären.

Die Übertragung von Anteilen muss durch notarielle Urkunde oder durch privatschriftlichen Vertrag belegt werden. Eine solche

Übertragung wird gemäß Artikel 1690 des Bürgerlichen Gesetzbuches Luxemburgs erst dann gegenüber der Gesellschaft und Dritten bindend, wenn sie der Gesellschaft gegenüber ordnungsgemäß angezeigt oder von dieser angenommen worden ist.

Die Gesellschaft ist berechtigt ihre eigenen Anteile im Hinblick auf deren sofortige Annullierung zurückzuerwerben. sich.

Anteilsbesitz führt die stillschweigende Akzeptanz der Satzung und der von den (dem) Gesellschaftern gültig getroffenen Beschlüsse mit

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Art. 7 . Kapitalerhöhung und Kapitalherabsetzung. Das Gesellschaftskapital kann durch einen Beschluss der (des) Gesellschafter(s), der mit Anwesenheits- und Mehrheitsverhältnissen, wie sie aufgrund der Gesetze oder der Satzung zur Änderung der Satzung erforderlich sind, gefasst wird, einmal oder mehrmals erhöht oder herabgesetzt werden.

Art. 8. Handlungsunfahigkeit Konkurs oder Insolvenz eines Gesellschafters. Die Handlungsunfähigkeit, der Konkurs oder die

Insolvenz oder ein vergleichbarer, die (den) Gesellschafter betreffender Umstand, hat nicht die Auflösung der Gesellschaft zur Folge.

Kapitel III. Geschäftsführer. Wirtschaftsprüfer

Art. 9. Geschäftsführer. Die Gesellschaft wird von einem oder mehreren Geschäftsführern, welche keine Gesellschafter sein müssen, geführt (die (der)“Geschäftsführer”).

Werden zwei (2) Geschäftsführer bestellt, so verwalten sie die Gesellschaft gemeinschaftlich.

Werden mehr als zwei (2) Geschäftsführer bestellt, so wird ein Geschäftsführungsrat (der “Geschäftsführungsrat”) gegründet.

Die Geschäftsführer werden durch die (den) Gesellschafter emannt, welche(r) ihre Anzahl und die Dauer ihres Mandats festlegt. Die (der)

Geschäftsführer können wiederemannt werden und können jederzeit, mit oder ohne Grund, durch einen Beschluss der (des) Gesenschafter(s) abberufen werden.

Die (der) Gesellschafter können (kann) beschließen, die gewählten Geschäftsführer als Geschäftsführer A (der (die) “Geschäftsführer A”)) oder als Geschäftsführer B (die (der) “Geschäftsführer B”)) zu qualifizieren.

Der/die Gesellschafter soll(en) weder an der Geschäftsführung teilnehmen noch sich in diese einmischen.

Art. 10. Befugnisse der (des) Geschäftsführer(s). Die (der) Geschäftsführer haben (hat) die weitestgehenden Befugnisse, um alle zur

Erreichung des Gesellschaftszwecks notwendigen oder nützlichen Handlungen vorzunehmen.

Sämtliche Befugnisse, die die Satzung oder die Gesetze nicht ausdrücklich den Gesellschaftern oder den Wirtschaftsprüfern vorbehalten,

Fällen in die Zuständigkeit der (des) Geschäftsführer(s).

Art. 11. Übertragung von Befugnissen—Vertretung der Gesellschaft. Die (der) Geschäftsführer können (kann) spezielle Befugnisse oder Vollmachten an Personen oder Ausschtüsse, die von ihnen gewählt werden, übertragen oder diese mit bestimmten standigen oder zeitweiligen Funktionen ausstatten.

Die (der) Geschäftsführer können (kann) die tägliche Geschäftsführung der Gesellschaft und die Vertretung der Gesellschaft innerhalb der täglichen Geschäftsführung an eine oder mehrere Personen oder Gremien ihrer (seiner) Wahl übertragen.

Die Gesellschaft wird Dritten gegenüber durch die alleinige Unterschrift des einzigen Geschäftsführers oder, wenn mehr als ein

Geschäftsführer ernannt worden ist, durch die gemeinsame Unterschriften von zwei Geschäftsführern, gebunden.

Falls die (der) Gesellschafter die Geschäftsführer als Geschäftsführer A oder als Geschäftsführer B qualifiziert haben (hat), ist die

Gesellschaft Dritten gegenüber nur gebunden, wenn ein Geschäftsführer A und ein Geschäftsführer B gemeinsam unterzeichnen.

Die Gesellschaft wird Dritten gegenüber auch durch die gemeinsame oder alleinige Unterschrift derjenigen Personen gebunden, denen eine spezielle Vollmacht von dem (den) Geschäftsführer(n) übertragen worden ist, jedoch nicht über die Grenzen dieser speziellen Vollmacht hinaus.

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Art. 12. Sitzung des Geschäftsführungsrates. Für den Fall, dass ein Geschäftsführungsrat bestellt wird, gelten folgende Regeln:

Der Geschäftsführungsrat kann aus seiner Mitte einen Vorsitzenden benennen (der “Vorsitzende”). Er kann auch einen Schriftführer benennen, welcher selbst kein Geschäftsführer sein muss und für die Protokollfuhrung der Sitzung der Geschäftsführung zustandig ist (der

“Schriftführer”).

Der Geschäftsführungsrat tritt nach Aufruf durch den Vorsitzenden zusammen. Eine Versammlung des Geschäftsführungsrates muss einberufen werden, wenn zwei (2) seiner Mitglieder dies verlangen.

Der Vorsitzende steht alien Versammlungen des Geschäftsführungsrates vor, es sei denn, dass in seiner Abwesenheit des

Geschäftsführungsrates ein anderes Mitglied des Geschäftsführungsrates durch mehrheitliche Abstimmung durch die anwesenden oder vertretenen Mitglieder als zeitweisen Vorsitzenden ernennt.

Außer in Dringlichkeitsfällen oder mit vorheriger Zustimmung aller Teilnahmeberechtigten, werden die Sitzungen des

Geschäftsführungsrates mindestens drei (3) Kalendertage vor ihrem Termin schriftlich durch ein die Schriftlichkeit gewährleistendes

Kommunikationsmittel einberufen. Jede dieser Benachrichtigungen soil Ort und Zeit der Sitzung sowie die Tagesordnung und die Art der zu behandelnden Geschäftstätigkeit angeben. Auf die Mitteilung kann durch ordnungsgemäß dokumentierten Beschluss jedes

Geschäftsführungsmitglieds verzichtet werden. Für Sitzungen, deren Zeit und Ort in einem zuvor von der Geschäftsführung angenommenen

Beschluss festgelegt wurde, ist keine gesonderte Benachrichtigung erforderlich.

Die Sitzungen des Geschäftsführungsrates finden in Luxemburg oder an einem anderen Ort statt, den die Geschäftsführung von Zeit zu

Zeit bestimmen kann.

Jeder Geschäftsführer kann sich bei den Sitzungen des Geschäftsführungsrates durch ein anderes Mitglied des Geschäftsführungsrates vertreten lassen, indem er dieses hierzu schriftlich ermächtigt; die Bevollmächtigung kann durch jedes die Schriftlichkeit gewährleistendes

Kommunikationsmedium übertragen werden. Jeder Geschäftsführer kann einen oder mehrere Geschäftsführer vertreten.

Die Beschlussfähigkeit des Geschäftsführungsrates erfordert die Anwesenheit von mindestens der Hälfte (1/2) seiner amtierenden

Mitglieder, wobei im Falle einer der Qualifizierung der Geschäftsführer als Geschäftsführer A oder als Geschäftsführer B, außerdem mindestens ein (1) Geschäftsführer A und ein (1) Geschäftsführer B anwesend sein muss.

Entschlüsse werden per Mehrheitsbescheid aller bei der Sitzung anwesenden oder vertretenen Mitglieder des Geschäftsführungsrates gefasst.

Ein oder mehrere Mitglieder des Geschäftsführungsrates können an Sitzungen durch eine Telefonkonferenzschaltung oder durch ähnliche

Mittel, welche die gleichzeitige Kommunikation zwischen den Teilnehmem sicherstellt, teilnehmen. Diese Teilnahmeform wird der persönlichen

Anwesenheit bei der Sitzung gleichgestellt.

Eine von alien Geschäftsführern unterzeichnete Entscheidung steht einem Beschluss gleich, der in einer ordnungsgemäß einberufenen und abgehaltenen Sitzung des Geschäftsführungsrates gefasst worden wäre. Ein solcher Beschluss kann in einem einzigen Dokument oder in mehreren getrennten Dokumenten desselben Inhalts und jeweils von einem oder mehreren Geschäftsführern unterzeichnet festgehalten sein.

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Art. 13. Beschlüsse der Geschäftsführung. Die Beschlüsse der(s) Geschäftsführer(s) werden schriftlich festgehalten.

Alle Sitzungsprotokolle werden vom Vorsitzenden und vom Schriftführer (falls es einen solchen gibt) unterzeichnet. Alle Vollmachten werden den betreffenden Sitzungsprotokollen beigefügt.

Kopien oder Auszüge der schriftlichen Beschlüsse oder Sitzungsprotokolle, die in rechtlichen Verfahren oder anderweitig übermittelt werden, können von einem Geschäftsführer oder durch zwei (2) Geschäftsführer gemeinsam, wenn mehr als ein Geschäftsführer ernannt wurde, unterzeichnet werden.

Art. 14. Vergütung und Ausgaben. Vorbehaltlich der Zustimmung durch die (den) Gesellschafter, können (kann) die (der)

Geschäftsführer eine Vergütung hinsichtlich ihrer (seiner) Verwaltung der Gesellschaft erhalten. Darüber hinaus können den Geschäftsführern sämtliche Ausgaben, die im Rahmen einer solchen Verwaltung oder zur Verfolgung des Gesellschaftsgegenstandes getätigt wurden, zurückerstattet werden.

Art. 15. Interessenkonflikte. Wenn einer der Geschäftsführer der Gesellschaft ein persönliches Interesse an einem Rechtsgeschäft der

Gesellschaft hat oder haben könnte, muss er dieses persönliche Interesse den anderen Geschäftsführern anzeigen und darf nicht an der

Abstimmung über dieses Rechtsgeschäft teilnehmen.

Falls es nur einen Geschäftsführer gibt, genügt es, dass das Rechtsgeschäft zwischen der Gesellschaft und ihrem Geschäftsführer, der ein entgegengesetztes Interesse hat, schriftlich festgehalten wird.

Die vorstehenden Bestimmungen sind nicht anwendbar wenn (i) das betreffende Rechtsgeschäft unter fairen Marktbedingungen eingegangen wurde und (ii) in die gewöhnlichen Geschäftsabläufe der Gesellschaft fällt.

Kein Vertrag oder sonstiges Rechtsgeschäft zwischen der Gesellschaft und irgendeiner anderen Gesellschaft oder irgend einem anderen

Unternehmen wird durch den bloßen Umstand beeinträchtigt oder ungültig, dass ein oder mehrere Geschäftsführer oder Bevollmächtigte der

Gesellschaft persönlich an einer solchen Gesellschaft oder einem solchen Untemehmen beteiligt sind oder Geschäftsführer, Gesellschafter,

Bevollmächtigte(r) oder Angestellte(r) einer solchen Gesellschaft oder eines solchen Unternehmen sind. Keine Person, welche in einer der zuvor beschriebenen Weise mit einer Gesellschaft in Beziehung steht, mit der die Gesellschaft vertragliche Beziehungen eingeht oder sonst wie

Geschäfte tätigt, wird automatisch daran gehindert über solche Verträge oder andere Geschäfte zu beraten, abzustimmen oder zu handeln.

Art. 16. Haftung der Geschäftsführung—Freistellung. Die (der) Geschäftsführer treffen (trifft) keine persönliche Haftung hinsichtlich der aufgrund ihrer (seiner) Funktion für die Gesellschaft eingegangenen Verpflichtungen.

Geschäftsführer sind für die Ausführung ihrer Aufgaben verantwortlich.

Die Gesellschaft stellt jeden Geschäftsführer, Angestellten oder Mitarbeiterund, gegebenenfalls, dessen Erben, Nachlassverwalter und

Vermögensverwalter, von Schäden und Ausgaben frei, die ihm im Zusammenhang eines Rechtsstreits oder eines Prozesses, an dem er aufgrund seiner Funktion als Geschäftsführer oder früherer Geschäftsführer, Angestellter oder Mitarbeiter der Gesellschaft beteiligt ist. Das Gleiche gilt, wenn er auf Anfrage der Gesellschaft für eine andere Gesellschaft an der die Gesellschaft beteiligt ist oder von der sie Gläubigerin ist, Ausgaben tätigt und der gegenüber er nicht zur Freistellung berechtigt ist, außer bei Klagsachen in denen er schließlich endgültig wegen grober

Fahrlässigkeit oder Misswirtschaft verurteilt wurde. Im Falle eines Vergleichs wird Freistellung nur für vom Vergleich umfasste Fragen gewährt, bei denen die Gesellschaft von ihrem Rechtsbeistand dahingehend beraten worden ist, dass der freizustellenden Person keine grobe

Fahrlässigkeit oder grobes Fehlverhalten vorzuwerfen ist. Das vorgenannte Recht zur Freistellung schlielßt keine anderen Rechte aus zu denen die betreffende Person berechtigt ist.

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Art. 17. Wirtschaftsprüfer. Außer in den Fällen, in denen die gesetzlichen Bestimmungen die Prüfung der Jahresabschlüsse und konsolidierten Jahresabschlüsse durch einen unabhängigen Wirtschaftsprüfer vorsehen, wird das Geschäft der Gesellschaft und deren finanzielle

Situation, emschließlich der Bücher und Konten durch Wirtschaftsprüfer, welche nicht Gesellschafter zu sein brauchen, geprüft.

Die statutorischen oder unabhängigen Wirtschaftsprüfer, falls es solche gibt, werden durch die (den) Gesellschafter emannt, der ihre

Anzahl und die Dauer ihres Mandats festlegt. Die Wirtschaftsprüfer können wiederernannt werden und können jederzeit, mit oder ohne Grund, durch einen Beschluss der (des) Gesellschafter(s) abberufen werden außer in Fällen, in denen das Gesetz vorschreibt, dass der unabhängige

Wirtschaftsprüfer nur aufgrund schwerwiegendem Grund abberufen werden kann.

Kapitel IV. Gesellschafter

Art. 18. Befugnisse der Gesellschafter. Die Gesellschafter haben die Rechte, die ihnen nach der Satzung und dem Gesetz zustehen.

Besteht die Gesellschaft nur aus einem Gesellschafter, so übt dieser die Befugnisse aus, die das Gesetz der Gesellschafterversammlung

übertragen hat.

Jede ordnungsgemäß zusammengetretene Gesellschafterversammlung repräsentiert alle Gesellschafter.

Art 19. Jahresgesellschafterversammlung. Die Jahresgesellschafterversammlung, die verpflichtend abgehalten werden muss wenn die

Gesellschaft mehr als fünfundzwanzig (25) Gesellschafter hat, wird am 20. im Monat März um 10.00 Uhr morgens am Gesellschaftssitz oder an einem anderen, in der Einberufung vorgesehenem, Ort innerhalb des Großherzogtums Luxemburg abgehalten.

Wenn dieser Tag ein Tag ist an dem Banken in Luxemburg nicht geöffnet sind, wird die Versammlung am darauffolgenden Werktag abgehalten.

Art. 20. Andere Gesellschafterversammlungen. Besteht die Gesellschaft aus mehreren, jedoch nicht mehr als fünfundzwanzig

(25) Gesellschaftern, können die Beschlüsse der Gesellschafter in schriftlicher Form gefasst werden. Schriftliche Beschlüsse können in einem einzigen Dokument oder in mehreren getrennten Dokumenten desselben Inhalts und jeweils von einem oder mehreren Gesellschaftern unterzeichnet festgehalten sein. Sind die zu fassenden Beschlüsse von den Geschäftsführern an die Gesellschafter ubermittelt worden, so sind die

Gesellschafter verpflichtet innerhalb von fünfzehn (15) Kalendertagen seit dem Eingang des Textes des vorgeschlagenen Beschlusses ihre

Entscheidung zu treffen und sie der Gesellschaft durch jedes, die Schriftlichkeit gewährleistendes Kommunikationsmittel, zukommen zu lassen.

Die Bestimmungen zur Beschlussfähigkeit und den erforderlichen Mehrheiten bei Beschlüssen der Gesellschafterversammlung sind sinngemäß auf die Beschlussfassung im schriftlichen Verfahren anwendbar.

Gesellschafterversammlungen, einschließlich der Jahresgesellschafterversammlung werden am Gesellschaftssitz abgehalten oder an jedem anderen Ort im Großherzogtum Luxemburg; sie können im Ausland abgehalten werden, wenn Umstande höherer Gewalt, deren Einschätzung im alleinigen Interesse des (der) Geschäftsführer(s) liegt, dies erforderlich machen.

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Art. 21. Mitteilung von Gesellschafterversammlungen. Außer in den Fällen eines Alleingesellschafters, können sich die Gesellschafter auch auf Einberufungsschreiben versammeln, das in Übereinstimmung mit der Satzung oder dem Gesetz von den Geschäftsführern, oder andernfalls durch die statutorischen Wirtschaftsprüfer (falls vorhanden) ausgegeben wird oder andernfalls durch Gesellschafter, die mehr als die

Hälfte des Gesellschaftskapitals repräsentieren.

Das an die Gesellschafter gesendete Einberufungsschreiben gibt die Zeit, den Ort und die Tagesordnung der Gesellschafterversammlung an sowie die Eigenart der zu behandelnden Geschäftsätigkeit. Die Tagesordnung soll gegebenenfalls eine vorgeschlagene Satzungsänderung darlegen und gegebenenfalls die Änderungen angeben, die den Gesellschaftszweck oder die Rechtsform der Gesellschaft betreffen.

Sind alle Gesellschafter bei der Gesellschafterversammlung anwesend oder vertreten und erklären sie, dass sie über die Tagesordnung ordnungsgemäß in Kenntnis gesetzt worden sind, so kann die Versammlung ohne vorherige Einberufung abgehalten werden.

Art. 22. Anwesenheit Vertretung. Alle Gesellschafter besitzen bei jeder Gesellschafterversammlung ein Teilnahme- und Rederecht.

Ein Gesellschafter kann sich durch schriftliche Ermächtigung, welche durch ein die Schriftlichkeit gewährleistendes

Kommunikationsmittel übermittelt wurde, bei jeder Gesellschafterversammlung durch eine andere Person, die nicht selbst Gesellschafter sein muss, vertreten lassen.

Art. 23. Verfahren. Den Vorsitz der Gesellschafterversammlung führt der Vorsitzende oder eine Person, die hierzu von den

Geschäftsführern oder andernfalls durch die Gesellschafterversammlung ernannt wird.

Der Vorsitzende der Gesellschafterversammlung ernennt einen Schriftführer.

Die Gesellschafterversammlung ernennt einen (1) Stimmzähler, der unter den Personen, die bei der Gesellschafterversammlung anwesend sind, gewählt wird.

Der Vorsitzende, der Schriftführer und der Stimmzähler bilden zusammen den Vorstand der Gesellschafterversammlung.

Art. 24. Abstimmung. Bei jeder Gesellschafterversammlung, die nicht zur Änderung der Satzung oder zur Fassung von Beschlüssen, die den Mehrheitsverhältnissen, wie sie zur Änderung der Satzung erforderlich sind, unterliegen, werden Beschlüsse von Gesellschaftern gefasst, die mehr als die Hälfte (1/2) des Gesellschaftskapitals repräsentieren.

Wenn eine solche Mehrheit nicht bei der ersten Versammlung oder bei dem ersten Versuch einer schriftlichen Beschlussfassung erreicht wird, werden die Gesellschafter ein zweites Mai einberufen oder konsultiert; Beschlüsse werden dann unabhängig von der Anzahl der vertretenen Aktien, durch einfache Mehrheit der abgegebenen Stimmen gefasst.

Bei jeder Gesellschafterversammlung, die in Übereinstimmung mit der Satzung oder den Gesetzen zum Zwecke der Satzungsänderung oder zur Abstimmung über Beschlüsse, die den Mehrheitsverhältnissen, wie sie zur Änderung der Satzung erforderlich sind, unterliegen, einberufen wird, entsprechen die Mehrheitsverhältnisse den Mehrheit der Anzahl der Gesellschafter, die mindestens drei Viertel (3/4) des

Gesellschaftskapitals repräsentieren.

Art. 25. Protokolle. Das Protokoll der Gesellschafterversammlung wird von den anwesenden Gesellschaftern unterzeichnet und kann von

Gesellschaftern, oder Vertretern von Gesellschaftern, die dies verlangen, unterzeichnet werden.

Die vom Alleingesellschafter gefassten Beschlüsse werden schriftlich festgehalten und von dem Alleingesellschafter unterzeichnet. Kopien oder Auszüge der von den (dem) Gesellschafter(n) angenommenen Beschlüsse sowie des Sitzungsprotokolls der Gesellschafterversammlung, die in rechtlichen Verfahren oder anderweitig übermittelt werden, können von einem Geschäftsführer oder durch zwei (2) Geschäftsführer gemeinsam, wenn mehr als ein Geschäftsführer ernannt worden ist, unterzeichnet werden.

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Kapitel V. Geschäftsjahr. Finanzberichte. Ausschüttung von gewinnea

Art. 26. Geschäftsjahr. Das Geschäftsjahr der Gesellschaft beginnt am ersten Januar und endet am einunddreißigsten Dezember eines jeden Jahres.

Art. 27. Annahme der Finanzberichte. Am Ende eines jeden Geschäftsjahres werden die Konten geschlossen und die Geschäftsführer erstellen in Übereinstimmung mit den gesetzlichen Bestimmungen ein Verzeichnis der Vermögensanlagen und Verpflichtungen sowie die Bilanz und die Gewinn- und Verlustrechnung.

Der Jahresabschluss und/oder der konsolidierte Jahresabschluss (werden) wird den (dem) Gesellschafter(n) vorgelegt.

Jeder Gesellschafter kann in diese Finanzdokumente am Gesellschaftssitz einsehen. Besteht die Gesellschaft aus mehr als fünfündzwanzig

(25) Gesellschaftern, kann dieses Recht nur während einer Zeitspanne von fünfzehn (15) Kalendertagen bis zum Datum der jährlichen

Hauptversammlung ausgeübt werden.

Art. 28. Gewinnverteilung. Von dem jährlichen Reingewinn der Gesellschaft werden mindestens fünf Prozent (5%) der gesetzlich vorgesehenen Rücklage zugewiesen (die “Rücklage”). Diese Verpflichtung entfällt sobald und solange diese Rücklage die Höhe von zehn

Prozent (10%) des Gesellschaftskapitals erreicht.

Nach der Zuweisung zur gesetzlichen Rücklage bestimmen die Gesellschafter wie der verbleibende jährliche Reingewinn verteilt werden soll indem sie diesen vollständige oder teilweise einer Rücklage zuweisen, auf das nächste Geschäftsjahr vortragen oder, zusammen mit vorgetragenen Gewinnen, ausschüttbaren Rücklagen oder Ausgabeprämien an die Aktionäre ausschütten, wobei jeder Anteil in gleichem

Verhältnis zur Teilnahme an einer solchen Ausschüttung berechtigt.

Vorbehaltlich der (gegebenenfalls) gesetzlich vorgeschriebenen Bedingungen und unter Berücksichtigung der vorstehenden

Bestimmungen, können die Geschäftsführer eine Abschlagsdividende an die Aktionäre auszahlen. Die Geschäftsführer legen die Summe und das

Datum einer solchen Abschlagszahlung fest.

Kapitel VI. Auflösung, Liquidation

Art. 29. Auflösung, Liquidation. Die Gesellschaft kann durch einen Entschluss der (des) Gesellschafter(s) aufgelöst werden, der durch die Hälfte der Gesellschafter gefasst wird, die mindestens drei viertel (3/4) des Gesellschaftskapitals repräsentieren.

Sollte die Gesellschaft aufgelöst werden, so wird die Liquidation durch die (den) Geschäftsführer oder andere (natürliche oder juristische)

Personen durchgeführt, deren Befugnisse und Vergütung von den (dem) Gesellschafter(n) bestimmt werden.

Nach Begleichung aller Schulden und sonstiger gegen die Gesellschaft bestehenden Ansprüche einschließlich der Liquidationskosten wird der

Reinerlöse aus der Abwicklung an die Aktionäre so verteilt, dass das wirtschaftliche Ergebnis den auf die Ausschüttung von Dividenden anwendbaren Regeln entspricht.

Kapitel VII. Geltendes Recht

Art. 30. Geltendes Recht. Sämtliche Angelegenheiten, die nicht durch die vorliegende Satzung geregelt sind, bestimmen sich nach den

Gesetzen, insbesondere dem Gesetz über die Handelsgesellschaften vom 10. August 1915, in der zuletzt geltenden Fassung.

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Hereon follows the English translation of the above text:

Chapter I. - Form. Name. Registered office. Obiect. Duration.

Art. 1. Form, Name. There is hereby established a société a responsabilité limitée (the “Company”) governed by the laws of the Grand

Duchy of Luxembourg (the “Laws”) and by the present articles of incorporation (the “Articles of Incorporation”).

The Company may be composed of one single shareholder, owner of all the shares, or several shareholders, but not exceeding forty

(40) shareholders.

The Company will exist under the name of “Eaton Controls (Luxembourg) S.à r.l.”

Art. 2. Registered Office. The Company will have its registered office in the City of Luxembourg.

The registered office may be transferred to any other place within the City of Luxembourg by a resolution of the Manager(s).

Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by resolution of the Manager (s).

In the event that, in the view of the Manager(s), extraordinary political, economic or social developments occur or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communications with such office or between such office and persons abroad, the Company may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances. Such temporary measures will have no effect on the nationality of the Company, which, notwithstanding the temporary transfer of the registered office, will remain a company governed by the Laws. Such temporary measures will be taken and notified to any interested parties by the Manager(s).

Art. 3. Object. The object of the Company is the sale of goods manufactured by Klöckner-Moeller GmbH, Bonn, as well as the construction and sale of control and dispenser installations and all business dealings and investments in commercial and industrial undertakings in connection with such constructions and/or sales.

The Company may acquire, hold and dispose of interests in Luxembourg and/or in foreign companies and undertakings, as well as the administration, development and management of such interests.

The Company may provide loans and financing in any other kind or form or grant guarantees or security in any other kind or form, in favour of the companies and undertakings forming part of the group of which the Company is a member.

The Company may also Invest in real estate, in intellectual property rights or any other movable or immovable assets in any kind or form.

The Company may borrow in any kind or form and privately issue bonds, notes or any other debt instruments as well as warrants or other share subscription rights.

In a general fashion, the Company may carry out any commercial, industrial or financial operation, which it may deem useful in the accomplishment and development of its purposes.

Art. 4. Duration. The Company is formed for an unlimited duration.

It may be dissolved at any time by a resolution of the shareholder(s), voting with the quorum and majority rules set by the Laws or by the

Articles of Incorporation, as the case may be pursuant to article 29 of the Articles of Incorporation.

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Chapter II. Capital. Shares

Art. 5. Issued Capital. The issued capital of the Company is set at one hundred twenty-five million twelve thousand five hundred euro

(EUR 125,012,500.-) divided into one million one hundred (1,000,100) shares with a nominal value of one hundred twenty-five euro (EUR 125.-

) each, all of which are fully paid up.

The rights and obligations attached to the shares shall be identical except to the extent otherwise provided by the Articles of Incorporation or by the Laws.

In addition to the issued capital, there may be set up a premium account to which any premium paid on any share in addition to its nominal value is transferred. The amount of the premium account may be used to provide for the payment of any shares which the Company may repurchase from its shareholder(s), to offset any net realised losses, to make distributions to the shareholders) in the form of a dividend or to allocate funds to the legal reserve.

Art. 6. Shares . Each share entitles to one vote.

Each share is indivisible as far as the Company is concerned.

Co-owners of shares must be represented towards the Company by a common representative, whether appointed amongst them or not.

When the Company is composed of a single shareholder, the single shareholder may freely transfer its shares.

When the Company is composed of several shareholders, the shares may be transferred freely amongst shareholders but the shares may be transferred to nonshareholders only with the authorisation of shareholders representing at least three quarters (3/4) of the capital.

The transfer of shares must be evidenced by a notarial deed or by a private contract. Any such transfer is not binding upon the Company and upon third parties unless duly notified to the Company or accepted by the Company, in pursuance of article 1690 of the Luxembourg Civil

Code.

The Company may acquire its own shares in view of their immediate cancellation.

(s).

Ownership of a share carries implicit acceptance of the Articles of Incorporation and of the resolutions validly adopted by the shareholder

Art . 7. Increase and Reduction of Capital. The issued capital of the Company may be increased or reduced one or several times by a resolution of the shareholder(s) adopted in compliance with the quorum and majority rules set by the Articles of Incorporation or, as the case may be, by the Laws for any amendment of the Articles of Incorporation.

Art. 8 . Incapacity, Bankruptcy or Insolvency of a Shareholder. The incapacity, bankruptcy, insolvency or any other similar event affecting the shareholder(s) does not put the Company into liquidation.

Chapter III. Managers. Auditors

Art. 9. Managers. The Company shall be managed by one or several managers who need not be shareholders themselves (the “Manager

(s)”)-

If two (2) Managers are appointed, they shall jointly manage the Company.

If more than two (2) Managers are appointed, they shall form a board of managers (the “Board of Managers”).

The Managers will be appointed by the shareholders), who will determine their number and the duration of their mandate. The Managers are eligible for re-appointment and may be removed at any time, with or without cause, by a resolution of the shareholder(s).

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The shareholders) may decide to qualify the appointed Managers as class A Managers (the “Class A Managers”) or class B Managers (the

“Class B Managers”).

The shareholder(s) shall neither participate in nor interfere with the management of the Company.

Art. 10. Powers of the Managers. The Managers are vested with the broadest powers to perform all acts necessary or useful for accomplishing the Company’s object. All powers not expressly reserved by the Articles of Incorporation or by the Laws to the general meeting of shareholder(s) or to the auditor(s) are in the competence of the Managers.

Art. 11. Delegation of Powers - Representation of the Company. The Manager(s) may delegate special powers or proxies, or entrust determined permanent or temporary functions to persons or committees chosen by them.

The Manager(s) may delegate the daily management of the Company and the representation of the Company within such daily management to one or more persons or committees of its choice.

The Company will be bound towards third parties by the individual signature of the sole Manager or by the joint signatures of any two

Manager(s) if more than one Manager has been appointed.

However, if the shareholder(s) have qualified the Managers as Class A Managers or Class B Managers, the Company will only be bound towards third parties by the joint signatures of one Class A Manager and one Class B Manager.

The Company will fürther be bound towards third parties by the joint signatures or sole signature of any person to whom special power has been delegated by the Manager(s), but only within the limits of such special power.

Art. 12. Meetings of the Board of Managers. In case a Board of Managers is formed, the following rules shall apply:

The Board of Managers may appoint from among its members a chairman (the “Chairman”). It may also appoint a secretary, who need not be a Manager himself and who will be responsible for keeping the minutes of the meetings of the Board of Managers (the “Secretary”).

The Board of Managers will meet upon call by the Chairman. A meeting of the Board of Managers must be convened if any two (2) of its members so require.

The Chairman will preside at all meetings of the Board of Managers, except that in his absence the Board of Managers may appoint another member of the Board of Managers as chairman pro tempore by majority vote of the Managers present or represented at such meeting.

Except in cases of urgency or with the prior consent of all those entitled to attend, at least three (3) calendar days’ written notice of meetings of the Board of Managers shall be given in writing and transmitted by any means of communication allowing for the transmission of a written text. Any such notice shall specify the time and the place of the meeting as well as the agenda and the nature of the business to be transacted. The notice may be waived by properly documented consent of each member of the Board of Managers. No separate notice is required for meetings held at times and places specified in a time schedule previously adopted by resolution of the Board of Managers.

The meetings of the Board of Managers shall be held in Luxembourg or at such other place as the Board of Managers may from time to time determine.

Any Manager may act at any meeting of the Board of Managers by appointing in writing, transmitted by any means of communication allowing for the transmission of a written text, another Manager as his proxy. Any Manager may represent one or several members of the Board of Managers.

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A quorum of the Board of Managers shall be the presence or representation of at least half (1/2) of the Managers holding office, provided that in the event that the Managers have been qualified as Class A Managers or Class B Managers, such quorum shall only be met if at least one

(1) Class A Manager and one (1) Class B Manager are present.

Decisions will be taken by a majority of the votes of the Managers present or represented at such meeting.

One or more Managers may participate in a meeting by conference call, visioconference or any other similar means of communication enabling thus several persons participating therein to simultaneously communicate with each other. Such participation shall be deemed equivalent to a physical presence at the meeting.

A written decision, signed by all the Managers, is proper and valid as though it had been adopted at a meeting of the Board of Managers which was duly convened and held. Such a decision may be documented in a single document or in several separate documents having the same content and each of them signed by one or several Managers.

Art 13. Resolutions of the Managers. The resolutions of the Manager(s) shall be recorded in writing.

The minutes of any meeting of the Board of Managers will be signed by the Chairman of the meeting and by the secretary (if any). Any proxies will remain attached thereto.

Copies or extracts of written resolutions or minutes, to be produced in judicial proceedings or otherwise, may be signed by the sole

Manager or by any two (2) Managers acting jointly if more than one Manager has been appointed.

Art. 14. Management Fees and Expenses. Subject to approval by the shareholder(s), the Manager(s) may receive a management fee in respect of the carrying out of their management of the Company and may, in addition, be reimbursed for all other expenses whatsoever incurred by the Manager(s) in relation with such management of the Company or the pursuit of the Company’s corporate object.

Art. 15. Conflicts of Interest. If any of the Managers of the Company has or may have any personal interest in any transaction of the

Company, such Manager shall disclose such personal interest to the other Manager(s) and shall not consider or vote on any such transaction.

In case of a sole Manager it suffices that the transactions between the Company and its Manager, who has such an opposing interest, be recorded in writing.

The foregoing paragraphs of this Article do not apply if (i) the relevant transaction is entered into under fair market conditions and (ii) falls within the ordinary course of business of the Company.

No contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the mere fact that any one or more of the Managers or any officer of the Company has a personal interest in, or is a manager, associate, member, shareholder, officer or employee of such other company or firm. Any person related as afore described to any company or firm with which the Company shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm, be automatically prevented from considering, voting or acting upon any matters with respect to such contract or other business.

Art. 16. Managers’ Liability - Indemnification. No Manager commits himself, by reason of his functions, to any personal obligation in relation to the commitments taken on behalf of the Company.

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Manager(s) are only liable for the performance of their duties.

The Company shall indemnify any member of the Board of Managers, officer or employee of the Company and, if applicable, their successors, heirs, executors and administrators, against damages and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been Manager(s), officer or employee of the Company, or, at the request of the Company, any other company of which the Company is a shareholder or creditor and by which he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified is not guilty of gross negligence or misconduct. The foregoing right of indemnification shall not exclude other rights to which the persons to be indemnified pursuant to the Articles of Incorporation may be entitled.

Art. 17. Auditors. Except where according to the Laws, the Company’s annual statutory and/or consolidated accounts must be audited by an independent auditor, the business of the Company and its financial situation, including more in particular its books and accounts, may, and shall in the cases provided by law, be reviewed by one or more statutory auditors who need not be shareholders themselves.

The statutory or independent auditors, if any, will be appointed by the shareholder(s), which will determine the number of such auditors and the duration of their mandate. They are eligible for re-appointment. They may be removed at any time, with or without cause, by a resolution of the shareholder(s), save in such cases where the independent auditor may, as a matter of the Laws, only be removed for serious cause.

Chapter IV.- Shareholders

Art. 18. Powers of the Shareholders. The shareholder(s) shall have such powers as are vested with them pursuant to the Articles of

Incorporation and the Laws. The single shareholder carries out the powers bestowed on the general meeting of shareholders.

Any regularly constituted general meeting of shareholders of the Company represents the entire body of shareholders.

Art. 19. Annual General Meeting. The annual general meeting of shareholders, of which one must be held in case the Company has more than twenty-five (25) shareholders, will be held on the 20 of March at 10:00 a.m. at the registered office of the Company or at any other place, such as set out in the convening notice, within the Grand-Duchy of Luxembourg.

If such day is a day on which banks are not generally open for business in Luxembourg, the meeting will be held on the next following business day.

Art. 20. Other General Meetings. If the Company is composed of several shareholders, but no more than twenty-five (25) shareholders, resolutions of the shareholders may be passed in writing. Written resolutions may be documented in a single document or in several separate documents having the same content and each of them signed by one or several shareholders. Should such written resolutions be sent by the

Manager(s) to the shareholders for adoption, the shareholders are under the obligation to, within a time period of fifteen (15) calendar days from the dispatch of the text of the proposed resolutions, cast their written vote by returning it to the Company through any means of communication allowing for the transmission of a written text. The quorum and majority requirements applicable to the adoption of resolutions by the general meeting of shareholders shall mutatis mutandis apply to the adoption of written resolutions.

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General meetings of shareholders, including the annual general meeting of shareholders will be held at the registered office of the

Company or at such other place in the Grand Duchy of Luxembourg, and may be held abroad if, in the judgement of the Manager(s), which is final, circumstances of force majeure so require.

Art. 21. Notice of General Meetings. Unless there is only one single shareholder, the shareholders may also meet in a general meeting of shareholders upon issuance of a convening notice in compliance with the Articles of Incorporation or the Laws, by the Manager(s), subsidiarily, by the statutory auditor(s) (if any) or, more subsidiarily, by shareholders representing more than half (1/2) of the capital.

The convening notice sent to the shareholders will specify the time and the place of the meeting as well as the agenda and the nature of the business to be transacted at the relevant general meeting of shareholders. The agenda for a general meeting of shareholders shall also, where appropriate, describe any proposed changes to the Articles of Incorporation and, if applicable, set out the text of those changes affecting the object or form of the Company.

If all the shareholders are present or represented at a general meeting of shareholders and if they state that they have been duly informed of the agenda of the meeting, the meeting may be held without prior notice.

Art. 22. Attendance - Representation. All shareholders are entitled to attend and speak at any general meeting of shareholders.

A shareholder may act at any general meeting of shareholders by appointing in writing, transmitted by any means of communication allowing for the transmission of a written text, another person who need not be a shareholder himself, as a proxy holder.

Art. 23. Proceedings. Any general meeting of shareholders shall be presided by the Chairman or by a person designated by the Manager

(s) or, in the absence of such designation, by the general meeting of shareholders.

The Chairman of the general meeting of shareholders shall appoint a secretary.

The general meeting of shareholders shall elect one (1) scrutineer to be chosen from the persons attending the general meeting of shareholders.

The Chairman, the secretary and the scrutineer so appointed together form the board of the general meeting.

Art. 24. Vote. At any general meeting of shareholders other than a general meeting convened for the purpose of amending the Articles of

Incorporation of the Company or voting on resolutions whose adoption is subject to the quorum and majority requirements of an amendment to the Articles of Incorporation, as the case may be, to the quorum and majority rules set for the amendment of the Articles of Incoiporation, resolutions shall be adopted by shareholders representing more than half (1/2) of the capital. If such majority is not reached at the first meeting

(or consultation in writing), the shareholders shall be convened (or consulted) a second time and resolutions shall be adopted, irrespective of the number of shares represented, by a simple majority of votes cast.

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At any general meeting of shareholders, convened in accordance with the Articles of Incorporation or the Laws, for the purpose of amending the Articles of Incorporation of the Company or voting on resolutions whose adoption is subject to the quorum and majority requirements of an amendment to the Articles of Incorporation, the majority requirements shall be a majority of shareholders in number representing at least three quarters (3/4) of the capital.

Art . 25. Minutes. The minutes of the general meeting of shareholders shall be signed by the shareholders present and may be signed by any shareholders or proxies of shareholders, who so request.

The resolutions adopted by the single shareholder shall be documented in writing and signed by the single shareholder.

Copies or extracts of the written resolutions adopted by the shareholder(s) as well as of the minutes of the general meeting of shareholders to be produced in judicial proceedings or otherwise may be signed by the sole Manager or by any two (2) Managers acting jointly if more than one Manager has been appointed.

Chapter V. Financial year. Financial statements. Distribution of profits year.

Art. 26. Financial Year. The Company’s financial year begins on the first day of January and ends on the last day of December of each

Art 27. Adoption of Financial Statements. At the end of each financial year, the accounts are closed and the Manager(s) draw up an inventory of assets and liabilities, the balance sheet and the profit and loss account, in accordance with the Laws.

Pour statnts coordonnés,

délivrés à la demande de la Société.

15

Exhibit 3.10

Eaton Technologies (Luxembourg) S.à r.l.


Luxembourg

CONSTITUTION DE SOCIETE

du 14 novembre 2012 Numéro /2012

In the year two thousand and twelve, on the fourteenth day of November.

Before Maitre Marc Loesch, notary, residing in Mondorf-les-Bains (Grand Duchy of Luxembourg).

There appeared

Eaton Holding XI S.à r.l. , a société à responsabilité limitée, governed by the laws of the Grand-Duchy of Luxembourg, having a share capital of twelve thousand five hundred euro (EUR 12,500.-), with registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand-

Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under number B 9.145, represented by

lawyer, professionally residing in Luxembourg, by virtue of a proxy, given on 9 November

2012; such proxy, signed by the proxyholder and the undersigned notary, will remain annexed to the present deed for the purpose of registration.

The following articles of incorporation of a company have then been drawn up:

Chapter I. Form, Name, Registered Office, Object, Duration.

Article 1. Form

There is forméd a private limited liability company (hereafter the “Company”), which will be governed by the laws pertaining to such an entity, and in particular by the law of August 10th, 1915 on commercial companies as amended (hereafter the “Law”), as well as by the present articles of association (hereafter the “Articles”).

The Company is initially composed of one single Shareholder, subscriber of all the shares. The Company may however at any time be composed of several Shareholders, but not exceeding forty (40) Shareholders, notably as a result of the transfer of shares or the issue of new shares.

Article 2. Object

The purpose of the Company is the holding of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the management of such ownership interests. It may participate in the creation, development, management and control of any company or enterprise, being an affiliate or not. It may further invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin whatsoever.

Article 3. Duration

The Company is forméd for an unlimited period of time.

Article 4. Name

The Company will have the name of “Eaton Technologies (Luxembourg) S.à r.l.”.

Article 5. Registered Office

The registered office of the Company is established in Luxembourg-City.

It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an extraordinary general meeting of its Shareholders deliberating in the manner provided for amendments to the Articles.

The address of the registered office may be transferred within the municipality by simple decision of the Manager or in case of plurality of

Managers, by a decision of the Board of Managers.

The Company may have offices and branches, both in Luxembourg and abroad.

CHAPTER II. CAPITAL, SHARES

Article 6. Subscribed Capital

The share capital is set at twelve thousand five hundred euro (EUR 12,500.-) divided into twelve thousand five hundred (12,500) shares with a nominal value of one euro (EUR 1.-) each, all of which are fully paid up.

In addition to the corporate capital, there may be set up a premium account into which any premium paid on any share in addition to its par value is transferred. The amount of the premium account may be used to provide for the payment of any shares which the Company may redeem from its shareholders, to offset any net realized losses, to make distributions to the shareholders or to allocate funds to the legal reserve.

Article 7. Increase and reduction of capital

The capital may be changed at any time by a decision of the single Shareholder or by a decision of the Shareholders’ meeting voting with the quorum and majority rules set out by article 18 of these Articles, or, as the case may be, by the Law for any amendment to these Articles.

Article 8. Shares

Each share entitles its owner to equal rights in the profits and assets of the Company and to one vote at the general meetings of

Shareholders. Ownership of a share carries implicit acceptance of the Articles of the Company and the resolutions of the single Shareholder or the general meeting of Shareholders.

Each share is indivisible as far as the Company is concerned.

Co-owners of shares must be represented towards the Company by a common attorney-in-fact, whether appointed amongst them or not.

The single Shareholder may transfer freely its shares when the Company is composed of a single Shareholder. The shares may be transferred freely amongst Shareholders when the Company is composed of several Shareholders. The shares may be transferred to nonshareholders only with the authorization of the general meeting of Shareholders representing at least three quarters of the capital, in accordance with article 189 of the Law.

The transfer of shares must be evidenced by a notarial deed or by a deed under private seal. Any such transfer is not binding upon the

Company and upon third parties unless duly notified to the Company or accepted by the Company, in pursuance of article 1690 of the Civil

Code.

The Company may redeem its own shares in accordance with the provisions of the Law.

Article 9. Incapacity, bankruptcy or insolvency of a shareholder

The Company shall not be dissolved by reason of the death, suspension of civil rights, insolvency or bankruptcy of the single Shareholder or of one of the Shareholders.

CHAPTER III. MANAGER(s)

Article 10. Manager(s), Board of Managers

The Company is managed by one or several Managers. If several Managers have been appointed, they will constitute a Board of Managers.

The members of the Board may be split in two categories, respectively denominated “Category A Managers” and “Category B Managers”.

The Managers need not to be Shareholders. The Managers may be removed at any time, with or without legitimate cause, by a resolution of Shareholders holding a majority of votes.

Each Manager will be elected by the single Shareholder or by the Shareholders’ meeting, which will determine their number and the duration of their mandate. They may be removed at any time, with or without cause, by a resolution of the single Shareholder or by a resolution of the Shareholders’ meeting.

Article 11. Powers of the Manager(s)

In dealing with third parties, the Manager or the Board of Managers will have all powers to act in the name of the Company in all circumstances and to carry out and approve all acts and operations consistent with the Company’s object and provided the terms of this article shall have been complied with.

All powers not expressly reserved by law or the present Articles to the general meeting of Shareholders fall within the competence of the

Manager or Board of Managers.

Towards third parties, the Company shall be bound by the sole signature of its single Manager or, in case of plurality of Managers, by the joint signature of any two Managers of the Company. In case the Managers are split in two categories, the Company shall obligatorily be bound by the joint signature of one Category A Manager and one Category B Manager.

If the Managers are temporarily unable to act, the Company’s affairs may be managed by the sole Shareholder or, in case the Company has several Shareholders, by the Shareholders acting under their joint signatures.

The Manager or Board of Managers shall have the rights to give special proxies for determined matters to one or more proxyholders, selected from its members or not either Shareholders or not.

Article 12. Day-to-day management

The Manager or Board of Managers may delegate the day-to-day management of the Company to one or several Manager(s) or agent(s) and will determine the Manager’s / agent’s responsibilities and remuneration (if any), the duration of the period of representation and any other relevant conditions of his agency. It is understood that the day-to-day management is limited to acts of administration and thus, all acts of acquisition, disposition, financing and refinancing have to obtain the prior approval from the Board of Managers.

Article 13. Meetings of the Board of Managers

The Board of Managers may elect a chairman from among its members. If the chairman is unable to be present, his place will be taken by election among Managers present at the meeting.

The Board of Managers may elect a secretary from among its members.

The meetings of the Board of Managers are convened by the chairman, the secretary or by any two Managers. The Board of Managers may validly debate without prior notice if all the Managers are present or represented.

A Manager may be represented by another member of the Board of Managers.

The Board of Managers can only validly debate and make decisions if a majority of its members is present or represented by proxies. In case the Managers are split in two categories, at least one Category A Manager and one Category B shall be present or represented. Any decisions made by the Board of Managers shall require a simple majority including at least the favorable vote of one Category A Manager and of one Category B Manager. In case of ballot, the chairman of the meeting has a casting vote.

In case of a conflict of interest as defined in article 15 below, the quorum requirement shall apply without taking into account the affected

Manager or Managers.

One or more Managers may participate in a meeting by means of a conference call or by any similar means of communication initiated from Luxembourg enabling thus several persons participating therein to simultaneously communicate with each other. Such participation shall be deemed equal to a physical presence at the meeting. Such a decision can be documented in a single document or in several separate documents having the same content signed by all members having participated.

A written decision, signed by all Managers, is proper and valid as though it had been adopted at a meeting of the Board of Managers, which was duly convened and held.

Such a decision can be documented in a single document or in several separate documents having the same content signed by all members of the Board of Managers.

Article 14. Liability- Indemnification

The Board of Managers assumes, by reason of its position, no personal liability in relation to any commitment validly made by it in the name of the Company.

The Company shall indemnify any Manager or officer and his heirs, executors and administrators, against any damages or compensations to be paid by him/her or expenses or costs reasonably incurred by him/her, as a consequence or in connection with any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a Manager or officer of the Company, or, at the request of the

Company, of any other company of which the Company is a shareholder or creditor and by which he/she is not entitled to be indemnified, except in relation to matters as to which he/she shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence, fraud or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not exclude other rights to which such Manager or officer may be entitled.

Art. 15. Conflict of Interests

No contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the fact that any one or more of the Managers or any officer of the Company has a personal interest in, or is a Manager, associate, member, officer or employee of such other company or firm. Except as otherwise provided for hereafter, any Manager or officer of the Company who serves as a Manager, associate, officer or employee of any company or firm with which the Company shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm, be automatically prevented from considering and voting or acting upon any matters with respect to such contract or other business.

Notwithstanding the above, in the event that any Manager of the Company may have any personal interest in any transaction conflicting with the interest of the Company, he shall make known to the Board of Managers such personal interest and shall not consider or vote on any such transaction, and such transaction and such Manager’s or officer’s interest therein shall be reported to the single Shareholder or to the next general meeting of Shareholders.

CHAPTER IV. SHAREHOLDER(s)

Art. 16. General meeting of Shareholders

If the Company is composed of one single Shareholder, the latter exercises the powers granted by law to the general meeting of

Shareholders.

If the Company is composed of no more than twenty-five (25) Shareholders, the decisions of the Shareholders may be taken by a vote in writing on the text of the resolutions to be adopted which will be sent by the Board of Managers to the Shareholders by registered mail. In this latter case, the Shareholders are under the obligation to, within a delay of fifteen days as from the receipt of the text of the proposed resolution, cast their written vote and mail it to the Company.

Unless there is only one single Shareholder, the Shareholders may meet in a general meeting of Shareholders upon call in compliance with

Luxembourg law by the Board of Managers, subsidiarily by Shareholders representing half the corporate capital. The notice sent to the

Shareholders in accordance with the law will specify the time and place of the meeting as well as the agenda and the nature of the business to be transacted.

If all the Shareholders are present or represented at a Shareholders’ meeting and if they state that they have been informéd of the agenda of the meeting, the meeting may be held without prior notice.

A Shareholder may act at any meeting of the Shareholders by appointing in writing, by fax or telegram as his proxy another person who need not be a Shareholder.

Shareholders’ meetings, including the annual general meeting, may be held abroad if, in the judgment of the Board of Managers, which is final, circumstances of “force majeure” so require.

Art. 17. Powers of the meeting of Shareholders

Any regularly constituted meeting of Shareholders of the Company represents the entire body of Shareholders.

Subject to all the other powers reserved to the Board of Managers by law or the Articles and subject to the object of the Company, it has the broadest powers to carry out or ratify acts relating to the operations of the Company.

Art. 18. Procedure, Vote

Any resolution whose purpose is to amend the present Articles or whose adoption is subject by virtue of these Articles or, as the case may be, the Law, to the quorum and majority rules set for the amendment of the Articles will be taken by a majority of Shareholders representing at least three quarters of the capital.

Except as otherwise required by law or by the present Articles of Incorporation, all other resolutions will be taken by Shareholders representing more than half of the capital.

One vote is attached to each share.

CHAPTER V. FINANCIAL YEAR, FINANCIAL STATEMENTS, DISTRIBUTION OF PROFITS

Article 19. Financial Year

The Company’s accounting year starts on January 1st and ends on December 31st of each year.

Article 20. Adoption of financial statements

At the end of each accounting year, the Company’s accounts are established and the Board of Managers prepares an inventory including an indication of the value of the Company’s assets and liabilities.

The balance sheet and the profit and loss account are submitted to the single Shareholder or, as the case may be, to the general meeting of

Shareholders for approval.

Each Shareholder may inspect the above inventory and balance sheet at the Company’s registered office.

Article 21. Appropriation of profits

The credit balance of the profit and loss account, after deduction of the expenses, costs, amortization, charges and provisions represents the net profit of the Company.

Every year five per cent (5%) of the net profit will be transferred to the statutory reserve. This deduction ceases to be compulsory when the statutory reserve amounts to one tenth of the issued capital but must be resumed till the reserve fund is entirely reconstituted if, at any time and for any reason whatever, it has been broken into.

The balance is at the disposal of the Shareholders.

The excess is distributed among the Shareholders. However, the Shareholders may decide, at the majority vote determined by the relevant laws, that the profit, after deduction of the reserve and interim dividends if any, be either carried forward or transferred to an extraordinary reserve.

Article 22. Interim dividends

Interim dividends may be distributed, at any time, under the following conditions:

• Interim accounts are established by the manager or the Board of Managers;

• These accounts show a profit including profits carried forward or transferred to an extraordinary reserve;

• The decision to pay interim dividends is taken by the Manager or the Board of Managers;

• The payment is made once the Company has obtained the assurance that the rights of the creditors of the Company are not threatened and once five percent (5%) of the net profit of the current year has been allocated to the legal reserve.

CHAPTER VI. DISSOLUTION, LIQUIDATION

Article 23. Dissolution, liquidation

At the time of winding up the Company the liquidation will be carried out by one or several liquidators, shareholders or not, appointed by the Shareholder(s) who shall determine their powers and remuneration.

CHAPTER VII. APPLICABLE LAW

Article 24. Applicable Law

Reference is made to the provisions of the Law for all matters for which no specific provision is made in these Articles.

Subscription and Payment

The Articles of Incorporation of the Company having thus been recorded by the notary, the Company’s shares have been subscribed and the nominal value of these shares, as well as a share premium, as the case may be, has been one hundred per cent (100%) paid in cash as follows:

Shareholders

Eaton Holding XI S. à. r.l.

Total: subscribed capital number of shares

EUR 12,500.- 12,500 amount paid-in

EUR 12,500.-

EUR 12,500.- 12,500 EUR 12,500.-

The amount of twelve thousand five hundred euro (EUR 12,500.-) was thus as from that moment at the disposal of the Company, evidence thereof having been submitted to the undersigned notary who states that the conditions provided for in article 183 of the law of 10 August 1915 on commercial companies, as amended, have been observed.

Expenses

The amount of the costs, expenses, fees and charges, of any kind whatsoever, which are due from the Company or charged to it as a result of its incorporation are estimated at approximately one thousand two hundred euro (EUR 1,200.-).

Transitory Provision

The first financial year of the Company will begin on the date of formation of the Company and will end on the last day of December of

2013.

SHAREHOLDERS RESOLUTIONS

First Resolution

The general meeting of Shareholders resolved to establish the registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand

Duchy of Luxembourg.

Second Resolution

The general meeting of Shareholders resolved to set at three (3) the number of Managers and further resolved to appoint the following for an unlimited duration:

-Mr Bruno Roger LAWAREE , manager, born on 4 February 1975 in Namur, Belgium, professionally residing at 7, route de la

Longeraie, CH-1110 Morges, Switzerland;

-Ms Sabine Colette KNOBLOCH , financial analyst, born on 23 December 1967 in Yutz, France, residing professionally at 12, rue

Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg;

-Mr Gregory Ghislain DUJARDIN , financial analyst, born on 22 August 1973 in Dinant, Belgium, residing professionally at 12, rue

Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg.

The undersigned notary who knows and speaks English, stated that on request of the appearing person, the present deed has been worded in English followed by a French version; on request of the same person and in case of divergences between the English and the French text, the

English text will prevail.

Whereupon the present deed was drawn up in Luxembourg by the undersigned notary, on the day referred to at the beginning of this document.

The document having been read to the appearing person, who is known to the undersigned notary by his surname, first name, civil status and residence, such person signed together with the undersigned notary, this original deed.

SUIT LA TRADUCTION FRANÇAISE DU TEXTE QUI PRÉCÈDE:

L’an deux mille douze, le quatorze novembre.

Pardevant Maître Marc Loesch , notaire de résidence à Mondorf-les-Bains, (Grand-Duché de Luxembourg).

A comparu:

Eaton Holding S.à r.l. , une société à responsabilité limitée régie par les lois du Grand-Duché de Luxembourg, ayant un capital social de douze mille cinq cents euros (EUR 12.500,-), avec siège social au 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duché de Luxembourg, et immatriculée au Registre de Commerce et des Sociétés sous le numéro B 9.145, représentée par

avocat, demeurant professionnellement à Luxembourg, en vertu d’une procuration donnée le 9 novembre 2012; laquelle procuration, signée par le mandataire et le notaire soussigné, restera annexée au présent acte aux fins d’enregistrement.

Les statuts qui suivent ont ainsi été rédigés:

Chapitre I. Forme, Dénomination, Siège, Objet, Durée.

Article 1. Forme

Il est formé une société à responsabilité limitée qui sera régie par les lois relatives à une telle entité (ci-après « la Société »), et en particulier la loi du 10 août 1915 relative aux sociétés commerciales, telle que modifiée (ci-après « la Loi »), ainsi que par les présents statuts de la Société (ci-après « les Statuts »).

La Société comporte initialement un Associé unique, propriétaire de la totalité des parts sociales. Elle peut cependant, à toute époque, comporter plusieurs Associés, dans la limite de quarante (40) Associés, par suite notamment, de cession ou transmission de parts sociales ou de création de parts sociales nouvelles.

Article 2. Objet

La Société a pour objet la détention de participations, tant au Luxembourg qu’à l’étranger, dans d’autres sociétés ou entreprises sous quelque forme que ce soit et la gestion de ces participations. La Société pourra en particulier acquérir par souscription, achat, et échange ou de toute autre manière tous titres, actions et autres valeurs de participation, obligations, créances, certificats de dépôt et en général toutes valeurs ou instruments financiers émis par toute entité publique ou privée, y compris des sociétés de personnes. Elle pourra participer dans la création, le développement, la gestion et le contrôle de toute société ou entreprise. Elle pourra en outre investir dans l’acquisition et la gestion d’un portefeuille de brevets ou d’autres droits de propriété intellectuelle de quelque nature ou origine que ce soit.

Article 3. Durée

La Société est constituée pour une durée illimitée.

Article 4. Dénomination

La Société a comme dénomination « Eaton Technologies (Luxembourg) S. à r.l. ».

Article 5. Siège social

Le siège social est établi à Luxembourg-Ville.

Il peut être transféré en tout autre endroit du Grand-Duché de Luxembourg par une délibération de l’assemblée générale extraordinaire des

Associés délibérant comme en matière de modification des Statuts.

L’adresse du siège social peut être déplacée à l’intérieur de la commune par simple décision du Gérant, ou en cas de pluralité de Gérants, du Conseil de Gérance.

La Société peut avoir des bureaux et des succursales tant au Luxembourg qu’à 1’ étranger.

Chapitre II. Capital, parts sociales.

Article 6. Capital souscrit

Le capital social est fixé a douze mille cinq cents euros (EUR 12.500,-) divisé en douze mille cinq cents (12.500) parts sociales ayant une valeur nominale d’un euro (EUR 1,-) chacune, chaque part étant entièrement libérée.

En plus du capital social, un compte de prime d’émission peut être établi auquel toutes les primes payées sur une part sociale en plus de la valeur nominale seront transférées. L’avoir de ce compte de primes peut être utilisé pour effectuer le remboursement en cas de rachat des parts sociales des actionnaires par la Société, pour compenser des pertes nettes réalisées, pour effectuer des distributions aux actionnaires, ou pour être affecté a la réserve légale.

Article 7. Augmentation et diminution du capital social

Le capital émis de la Société peut être augmenté ou réduit, en une ou en plusieurs fois, par une résolution de l’Associé unique ou des

Associés adoptée aux conditions de quorum et de majorité exigées par ces Statuts ou, selon le cas, par la loi pour toute modification des Statuts.

Article 8. Parts sociales

Chaque part sociale confère à son propriétaire un droit égal dans les bénéfices de la Société et dans tout l’actif social et une voix à l’assemblée générale des Associés. La propriété d’une part sociale emporte de plein droit adhésion aux statuts de la Société et aux décisions de l’Associé unique ou des Associés.

Chaque part est indivisible à l’égard de la Société.

Les propriétaires indivis de parts sociales sont tenus de se faire représenter auprès de la Société par un mandataire commun pris parmi eux ou en dehors d’eux.

Les cessions ou transmissions de parts sociales détenues par l’Associé unique sont libres, si la Société a un Associé unique. Les parts sociales sont librement cessibles entre Associés, si la Société a plusieurs Associés. Les parts sociales ne peuvent être cédées entre vifs à des nonassociés que moyennant l’agrément des Associés représentant les trois quarts du capital social, en conformité avec l’article 189 de la Loi.

La cession de parts sociales doit être formalisée par acte notarié ou par acte sous seing privé. De telles cessions ne sont opposables à la

Société et aux tiers qu’après qu’elles aient été signifiées à la Société ou acceptées par elle conformément à l’article 1690 du Code Civil.

La Société peut racheter ses propres parts sociales conformément aux dispositions légales.

Article 9. Incapacité, faillite ou déconfiture d’un associé

La Société ne sera pas dissoute par suite du décès, de la suspension des droits civils, de l’insolvabilité ou de la faillite de l’Associé unique ou d’un des Associés.

Chapitre III. Gérant(s).

Article 10. Gérants, Conseil de Gérance

La Société est gérée par un ou plusieurs Gérants. Si plusieurs Gérants sont nommés, ils constitueront un Conseil de Gérance. Les membres peuvent ou non être répartis en deux catégories, nommés respectivement «Gérants de catégorie A» et «Gérants de catégorie B ».

Les Gérants ne doivent pas être Associés. Ils peuvent être révoqués à tout moment, avec ou sans justification légitime, par une décision des

Associés représentant une majorité des voix.

Chaque Gérant sera nommé par l’Associé unique ou les Associés, selon le cas, qui détermineront leur nombre et la durée de leur mandat.

Ils peuvent être révoqués à tout moment, avec ou sans motif, par décision de l’Associé unique ou des Associés.

Article 11. Pouvoirs du/des Gérants)

Dans les rapports avec les tiers, le Conseil de Gérance a tous pouvoirs pour agir au nom de la Société dans toutes les circonstances et pour effectuer et approuver tous actes et opérations conformément à l’objet social et pourvu que les termes du présent article aient été respectés.

Tous les pouvoirs non expressément réservés à l’assemblée générale des Associés par la Loi ou les Statuts seront de la compétence du

Conseil de Gérance.

Envers les tiers, la société est valablement engagée par la signature de son Gérant unique ou, en cas de pluralité de Gérants, par la signature conjointe de deux Gérants. Dans l’éventualité où deux catégories de Gérants sont créées, la Société sera obligatoirement engagée par la signature conjointe d’un Gérant de catégorie A et d’un Gérant de catégorie B.

Si les gérants sont temporairement dans l’impossibilité d’agir, la Société pourra être gérée par l’Associé unique ou en cas de pluralité d’Associés, par les Associés agissant conjointement.

Le Conseil de Gérance a le droit de déléguer certains pouvoirs déterminés à un ou plusieurs mandataires, sélectionnés parmi ses membres ou pas, qu’ils soient Associés ou pas.

Article 12. Gestion journalière

Le Gérant ou le Conseil de Gérance peut déléguer la gestion journalière de la Société a un ou plusieurs Gérant(s) ou mandataire(s) et déterminera les responsabilités et rémunérations (éventuelle) des Gérants/ mandataires, la durée de la période de représentation et toute autre condition pertinente de ce mandat. Il est convenu que la gestion journalière se limite aux actes d’administration et qu’en conséquence, tout acte d’acquisition, de disposition, de financement et refinancement doivent ’être préalablement approuves par le Conseil de Gérance.

Article 13. Réunions du Conseil de Gérance

Le Conseil de Gérance peut élire un président parmi ses membres. Si le président ne peut être présent, un remplaçant sera élu parmi les

Gérants présents à la réunion.

Le Conseil de ce peut élire un secrétaire parmi ses membres.

Les réunions du Conseil de Gérance sont convoquées par le président, le secrétaire ou par deux Gérants. Le Conseil de Gérance peut valablement délibérer sans convocation préalable si tous les Gérants sont présents ou représentés.

Un Gérant peut en représenter un autre au Conseil.

Le Conseil de Gérance ne peut délibérer et prendre des décisions valablement que si une majorité de ses membres est présente ou représentée par procurations. Dans l’éventualité où deux catégories de Gérants sont créées, au moins un Gérant de catégorie A et un Gérant de catégorie B devra être présent ou représenté.

Toute décision du Conseil de Gérance doit être prise à majorité simple, avec au moins le vote affirmatif d’un Gérant de catégorie A et d’un

Gérant de catégorie B dans l’éventualité où deux catégories de Gérants sont créées. En cas de ballottage, le président du conseil a un vote prépondérant.

En cas de conflit d’intérêt tel que défini à l’article 15 ci-dessous, les exigences de quorum s’appliqueront sans prendre en compte le ou les

Gérants concernés.

Chaque Gérant et tous les Gérants peuvent participer aux réunions du conseil par conference call ou par tout autre moyen similaire de communication, à partir du Luxembourg, ayant pour effet que tous les Gérants participant au conseil puissent se comprendre mutuellement. Dans ce cas, le ou les Gérants concernés seront censés avoir participé en personne à la réunion. Cette décision peut être documentée dans un document unique ou dans plusieurs documents séparés ayant le même contenu, signe(s) par tous les participants.

Une décision prise par écrit, approuvée et signée par tous les Gérants, produira effet au même titre qu’une décision prise a une réunion du

Conseil de Gérance, dûment convoquée et tenue.

Cette décision peut être documentée dans un document unique ou dans plusieurs documents séparés ayant le même contenu, signé(s) par tous les participants.

Article 14. Responsabilité, indemnisation

Les Gérants ne contractent à raison de leur fonction, aucune obligation personnelle relativement aux engagements régulièrement pris par eux au nom de la Société.

La Société devra indemniser tout Gérant ou mandataire et ses héritiers, exécutant et administrant, contre tous dommages ou compensations devant être payés par lui/elle ainsi que les dépenses ou les coûts raisonnablement engagés par lui/elle, en conséquence ou en relation avec toute action, procès ou procédures à propos desquelles il/elle pourrait être partie en raison de son/sa qualité ou ancienne qualité de Gérant ou mandataire de la Société, ou, à la requête de la Société, de toute autre société où la Société est un associé ou un créancier et par quoi il/elle n’a pas droit à être indemnisé(e), sauf si cela concerne des questions à propos desquelles il/elle sera finalement déclaré(e) impliqué(e) dans telle action, procès ou procédures en responsabilité pour négligence grave, fraude ou mauvaise conduite préméditée.

Dans l’hypothèse d’une transaction, l’indemnisation sera octroyée seulement pour les points couverts par l’accord et pour lesquels la

Société a été avertie par son avocat que la personne à indemniser n’a pas commis une violation de ses obligations telle que décrite ci-dessus. Les droits d’indemnisation ne devront pas exclure d’autres droits auxquels tel Gérant ou mandataire pourrait prétendre.

Article 15. Conflit d’intérêt

Aucun contrat ou autre transaction entre la Société et d’autres sociétés ou firmes ne sera affecté ou invalide par le fait qu’un ou plusieurs

Gérants ou fondés de pouvoirs de la Société y auront un intérêt personnel, ou en seront Gérant, associé, fondé de pouvoirs ou employé. Sauf dispositions contraires ci-dessous, un Gérant ou fondé de pouvoirs de la Société qui remplira en même temps des fonctions d’administrateur, associé, fondé de pouvoirs ou employé d’une autre société ou firme avec laquelle la Société contractera ou entrera autrement en relations d’affaires, ne sera pas, pour le motif de cette appartenance à cette société ou firme, automatiquement empêché de donner son avis et de voter ou d’agir quant à toutes opérations relatives à un tel contrat ou autre affaire.

Nonobstant ce qui précède, au cas où un Gérant ou fondé de pouvoirs aurait un intérêt personnel dans une opération de la Société, entrant en conflit avec les intérêts de la Société, il en avisera le Conseil de Gérance et il ne pourra prendre part aux délibérations ou émettre un vote au sujet de cette opération. Cette opération ainsi que l’intérêt personnel du Gérant ou du fondé de pouvoirs seront portés à la connaissance de l’actionnaire unique ou des actionnaires au prochain vote par écrit ou à la prochaine assemblée générale des associés.

Chapitre IV. Associé(s).

Article 16. Assemblée générale des associés

Si la Société comporte un Associé unique, celui-ci exerce tous les pouvoirs qui sont dévolus par la loi a l’assemblée générale des Associés.

Si la Société ne comporte pas plus de vingt-cinq (25) Associés, les décisions des Associés peuvent être prises par vote écrit sur le texte des résolutions à adopter, lequel sera envoyé par le Conseil de Gérance aux Associés par lettre recommandée. Dans ce dernier cas les Associés ont l’obligation d’émettre leur vote écrit et de l’envoyer à la Société, dans un délai de quinze jours suivant la réception du texte de la résolution proposée.

A moins qu’il n’y ait qu’un Associé unique, les Associés peuvent se réunir en assemblée générale conformément aux conditions fixées par la loi sur convocation par le Conseil de Gérance, ou à défaut, par le réviseur d’entreprises, ou à leur défaut, par des Associés représentant la moitié du capital social. La convocation envoyée aux Associés en conformité avec la loi indiquera la date, l’heure et le lieu de l’assemblée et elle contiendra l’ordre du jour de l’assemblée générale ainsi qu’une indication des affaires qui y seront traitées.

Au cas où tous les Associés sont présents ou représentés et déclarent avoir eu connaissance de l’ordre du jour de l’assemblée, celle-ci peut se tenir sans convocation préalable.

Tout Associé peut prendre part aux assemblées en désignant par écrit, par télécopieur ou par télégramme un mandataire, lequel peut ne pas

être Associé.

Les assemblées générales des Associés, y compris l’assemblée générale annuelle, peuvent se tenir à l’étranger chaque fois que se produiront des circonstances de force majeure qui seront appréciées souverainement par le Conseil de Gérance.

Art. 17. Pouvoirs de l’assemblée générale

Toute assemblée générale des Associés régulièrement constituée représente l’ensemble des Associés.

Sous réserve de tous autres pouvoirs réserves au Conseil de Gérance en vertu de la loi ou les Statuts et conformément à l’objet social de la

Société, elle a les pouvoirs les plus larges pour décider ou ratifier tous actes relatifs aux opérations de la Société.

Art. 18. Procédure - Vote

Toute décision dont l’objet est de modifier les présents Statuts ou dont l’adoption est soumise par les présents Statuts, ou selon le cas, par la loi aux règles de quorum et de majorité fixée pour la modification des statuts sera prise par une majorité des Associés représentant au moins les trois quarts du capital.

Sauf disposition contraire de la loi ou des présents Statuts, toutes les autres décisions seront prises par les Associés représentant plus de la moitié du capital social.

Chaque action donne droit à une voix.

Chapitre V. Année sociale, Répartition.

Article 19. Année sociale

L’année sociale commence le 1 er janvier et se termine le 31 décembre de chaque armée.

Article 20. Approbation des comptes annuels

Chaque année, à la fin de l’exercice social, les comptes de la Société sont établis et le Conseil de Gérance prépare un inventaire comprenant l’indication de la valeur des actifs et passifs de la Société.

Les comptes annuels et le compte des profits et pertes sont soumis à l’agrément de l’Associé unique ou, suivant le cas, des Associés.

Tout Associé peut prendre connaissance desdits inventaires et bilan au siège social.

Article 21. Affectation des résultats

L’excédent favorable du compte de profits et pertes, après déduction des frais, charges et amortissements et provisions, constitue le bénéfice net de la Société.

Chaque année, cinq pour cent (5%) du bénéfice net seront affectés à la réserve légale.

Ces prélèvements cesseront d’être obligatoires lorsque la réserve légale aura atteint un dixième du capital social, mais devront être repris jusqu’à entière reconstitution, si à un moment donné et pour quelque cause que ce soit, le fonds de réserve se trouve entamé.

Le solde du bénéfice net est distribué entre les Associés.

Le surplus est distribué entre les Associés. Néanmoins, les Associés peuvent, a la majorité prévue par la loi, décider qu’après déduction de la réserve légale et des dividendes intérimaire le cas échéant, le bénéfice sera reporte à nouveau ou transféré à une réserve spéciale.

Article 22. Dividendes intérimaires

Des acomptes sur dividendes peuvent être distribués à tout moment, sous réserve du respect des conditions suivantes :

• Des comptes intérimaires doivent être établis par le Gérant ou par le Conseil de Gérance,

• Ces comptes intérimaires, les bénéfices reportes ou affectés a une réserve extraordinaire y inclus, font apparaître un bénéfice,

• Le Gérant ou le Conseil de Gérance est seul compétent pour décider de la distribution d’acomptes sur dividendes,

• Le paiement n’est effectué par la Société qu’après avoir obtenu l’assurance que les droits des créanciers ne sont pas menacés et une fois que cinq pourcents (5 %) du profit net de l’année en cours a été attribué à la réserve légale.

Chapitre VI. Dissolution, Liquidation.

Article 23. Dissolution, Liquidation

Au moment de la dissolution de la Société, la liquidation sera assurée par un ou plusieurs liquidateurs, Associés ou non, nommés par les

Associé(s) qui détermineront leurs pouvoirs et rémunérations.

Chapitre VII. Loi applicable.

Article 24. Loi applicable

Pour tout ce qui ne fait pas l’objet d’une prévision spécifique par les Statuts, il est fait référence à la Loi.

Souscription et Paiement

Les Statuts de la Société ont donc été enregistrés par le notaire, les parts sociales de la Société ont été souscrites et la valeur nominale de ces parts sociales, de même que la prime d’émission, le cas échéant a été payée à cent pour cent (100%) en espèces ainsi qu’il suit:

Associés

Total:

Eaton Holding XI S.à.r.l. nombre de parts sociales Capital souscrit montant libéré

EUR 12.500,- 12.500 EUR 12.500,-

EUR 12.500,- 12.500 EUR 12.500,-

Le montant de douze mille cinq cents euro (EUR 12.500,-) est donc à cemoment à la disposition de la Société, preuve en a été faite au notaire soussigné qui constate que les conditions prévues par l’article 183 de la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée, ont été observées.

Frais

Les frais, dépenses, rémunérations et charges de toutes espèces qui incombent à la Société en raison de sa constitution sont estimes a environ mille deux cents euros (EUR 1.200.-).

Disposition transitoire

Le premier exercice social commencera à la date de constitution de la Société et s’achèvera le dernier jour de décembre de 2013.

ASSEMBLEE GENERALE EXTRAORDINAIRE

Première Résolution

L’assemblée générale des associés a décidé d’établir le siège social a 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duché du

Luxembourg.

Deuxième Résolution

L’assemblée générale des associés a décidé de fixer a trois (3) le nombre de Gérants et a décidé de plus de nommer les personnel suivantes pour une période indéterminée :

-M. Bruno Roger LAWAREE, gérant, né le 4 février 1975 à Namur, Belgique, demeurant professionnellement au 7, route de la

Longeraie, CH-1110 Morges, Suisse;

- Mme Sabine Colette KNOBLOCH, analyste financier, née le 23 décembre 1967 à Yutz, France, demeurant professionnellement au 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duché de Luxembourg;

- M. Gregory Ghislain DUJARDIN, analyste financier, né le 22 août 1973 à Dinant, Belgique, demeurant professionnellement 12, rue

Eugène Ruppert, L-2453 Luxembourg, Grand-Duché de Luxembourg.

Le notaire soussigné qui connaît et parle la langue anglaise, a déclaré par la présente qu’à la demande du comparant, le présent acte a été rédigé en langue anglaise, suivi d’une version française ; à la demande du même comparant et en cas de divergences entre les textes anglais et français, le texte anglais primera.

Dont acte

Fait et passé à Luxembourg, date qu’en tête des présentes.

Lecture du présent acte faite et interprétation donnée au comparant, connu du notaire soussigné par ses nom, prénom usuel, état et demeure, il a signé avec le notaire soussigné, le présent acte.

Exhibit 3.11



Siège social : 12, rue Eugène Ruppert, L-2453 Luxembourg

R.C.S. Luxembourg B 172.818

RESOLUTIONS DE L’ASSOCIE UNIQUE

du 21 mai 2013 Numéro /2013

In the year two thousand and thirteen, on the twenty-first day of May, before Maitre Marc Loesch, notary residing in Mondorf-les-Bains,

Grand Duchy of Luxembourg,

there appeared:

Eaton Controls (Luxembourg) S.à r.l., a s ociété à responsabilité limitée governed by the laws of Luxembourg, with registered office at

12, rue Eugene Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, having a share capital of one hundred twenty-five million twelve thousand five hundred euro (EUR 125,012,500.-) and registered with the Luxembourg Register of Commerce and Companies under number B

9.145 (the “Shareholder”), hereby represented by Maître Marc Frantz, lawyer, residing in Luxembourg, by virtue of a proxy under private seal given by the Shareholder on 21 May 2013.

The said proxy, signed by the proxyholder and the undersigned notary, shall be annexed to the present deed for the purpose of registration.

The Shareholder requested the undersigned notary to document that the Shareholder is the sole shareholder of Eaton Technologies

(Luxembourg) S.à r.l., a s ociété à responsabilité limitée governed by the laws of Luxembourg, having a share capital of one hundred twenty five million twelve thousand five hundred euro (EUR 125,012,500.-), with registered office at 12, rue Eugène

Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, having been incorporated following a deed of the undersigned notary dated du

14 November 2012, published in the Mémorial C, Recueil des Sociétés et Association dated 18 December 2012, number 3049, and registered with the Luxembourg Register of Commerce and Companies under number B 172818 (the “Company”). The articles of incorporation of the

Company have for the last time been amended following a deed of the undersigned notary dated 28 January 2013, published in the Mémorial C,

Recueil des Sociétés et Association dated 9 April 2013, number 839.

The Shareholder, represented as above mentioned, declaring to be fully informed of the resolutions to be taken on the basis of the following agenda:

A GENDA

1. To change the object of the Company which shall henceforth have the following wording:

“The object of the Company is the acquisition, holding and disposal of interests in Luxembourg and/or in foreign companies and undertakings, as well as the administration, development and management of such interests.


The Company may also invest in real estate, in intellectual property rights or any other movable or immovable assets in any kind or form.



In addition, the Company may also carry out factoring activities in favour of the companies and undertakings forming part of the group of which the Company is a member. The Company will not enter into any transaction which would constitute a regulated activity of the financial sector without due authorisation under any laws of the Grand Duchy of Luxembourg.”

2

2. To amend article 2 of the articles of incorporation of the Company in order to reflect the above mentioned change of the corporate object of the Company.

3. Miscellaneous. requested the undersigned notary to record the following resolutions:

FIRST RESOLUTION

The Shareholder resolved to change the corporate object of the Company as follows:

“The object of the Company is the acquisition, holding and disposal of interests in Luxembourg and/or in foreign companies and undertakings, as well as the administration, development and management of such interests.






SECOND RESOLUTION

In view of the above, the Shareholder resolved to amend article 2 of the articles of incorporation of the Company, which shall from now on read as follows:

“ Art. 2. Object. The object of the Company is the acquisition, holding and disposal of interests in Luxembourg and/or in foreign companies and undertakings, as well as the administration, development and management of such interests.

3






EXPENSES

The expenses, costs, fees and charges of any kind which shall be borne by the Company as a result of the present deed are estimated at one thoudsand two hundred euro (EUR 1,200.-).

The undersigned notary who understands and speaks English, states herewith that on request of the proxyholder of the above appearing party, the present deed is worded in English followed by a French version; on request of the same proxyholder and in case of divergences between the English and the French texts, the English text will prevail.

Whereupon the present deed was drawn up in Luxembourg, on the day referred to at the beginning of this document.

The document having been read to the proxyholder of the above appearing party, who is known to the undersigned notary by his surname, first name, civil status and residence, such proxyholder signed together with the undersigned notary, this original deed.

4

SUIT LA TRADUCTION FRANÇAISE DU TEXTE QUI PRÉCÈDE:

L’an deux mille treize, le vingt et un mai, par-devant Maître Marc Loesch , notaire de résidence à Mondorf-les-Bains, Grand-Duché de Luxembourg,

a comparu:

Eaton Controls (Luxembourg) S.à r.l., une société à responsabilité limitée régie par le droit luxembourgeois, avec siège social au 12, rue

Eugène Ruppert, L-2453 Luxembourg, Grand-Duché de Luxembourg, ayant un capital social de cent vingt-cinq millions douze mille cinq cents euros (EUR 125.12.500,-), et inscrite au Registre de Commerce et des Sociétés de Luxembourg sous le numéro B 9.145 (l’ « Associé »), représentée par Maître Marc Frantz, avocat, résidant à Luxembourg, en vertu d’une procuration sous seing privé donnée par l’Associé le 21 mai 2013.

Ladite procuration, signée par le mandataire et le notaire soussigné, sera annexée au présent acte à des fins d’enregistrement.

L’Associé a demandé au notaire soussigné d’acter que l’Associé est le seul associé de Eaton Technologies (Luxembourg) S.à r.l., une société à responsabilité limitée régie par le droit luxembourgeois, ayant un capital social de cent vingt-cinq millions douze mille cinq cents euros

(EUR 125.12.500,-) avec siège social au 12, rue Eugène Ruppert, L-2453 Luxembourg, GrandDuché de Luxembourg, constituée suivant acte reçu par le notaire instrumentant en date du 14 novembre 2012, publié au Mémorial C, Recueil des Sociétés et Associations sous le numéro 3049 en date du 18 décembre 2012 et immatriculée auprès du Registre du Commerce et des Sociétés de Luxembourg sous le numéro B 172818 (la «

Société »). Les statuts de la Société ont été modifiés la dernière fois par acte du notaire instrumentant en date du 28 janvier 2013, publié au

Mémorial C, Recueil des Sociétés et Associations en date du 9 avril 2013 sous le numéro 839.

L’Associé, représenté comme mentionné ci-dessus reconnaissent être pleinement informé des décisions a prendre sur base de l’ordre du jour suivant:

ORDRE DU JOUR

1. Modification de l’objet de la Société qui aura dorénavant la teneur suivante:

5

« La Société a pour objet l’acquisition, la détention et la cession de participations dans toute société et entreprise luxembourgeoise et/ou

étrangère, ainsi que l’administration, la gestion et la mise en valeur de ces participations.

La Société peut fournir des prêts et financements sous quelque forme que ce soit ou consentir des garanties ou sûretés sous quelque forme que ce soit, au profit de sociétés et d’entreprises faisant partie du groupe de sociétés dont la Société fait partie.

La Société peut egalement investir dans l’immobilier, les droits de propriété intellectuelle ou tout autre actif mobilier ou immobilier sous quelque forme que ce soit.

La Société peut emprunter sous quelque forme que ce soit et procéder à l’émission privée d’obligations, de billets à ordre ou tout autre instrument de dettes ainsi que des bons de souscription ou tout autre droit de souscription d’actions.

Dune facon générale, la Société peut effectuer toute opération commerciale, industrielle ou financière qu’elle estime utile à l’accomplissement et au développement de son objet.

De plus, la Société peut effectuer des opérations d’affacturage au profit de sociétés et d’entreprises faisant partie du groupe de sociétés dont la Société fait partie. La Société n’entre pas dans une transaction qui constituerait une activité réglementée du secteur financier sans les autorisations requises sous les lois du Grand-Duché de Luxembourg.»

2. Modification de l’article 2 des statuts de la Société afin de refléter le changement de l’objet social de la Société mentiormé ci-dessus.

3. Divers. a requis le notaire soussigné d’acter les résolutions suivantes:

PREMIÈRE RÉSOLUTION

L’Associé a décidé de modifier l’objet social de la Société comme suit:

« La Société a pour objet l’acquisition, la detention et la cession de participations dans toute société et entreprise luxembourgeoise et/ou

étrangère, ainsi que l’administration, la gestion et la mise en valeur de ces participations.


6

La Société peut également investir dans l’immobilier, les droits de propriété intellectuelle ou tout autre actif mobilier ou immobilier sous quelque forme que ce soit.

La Société peut emprunter sous quelque forme que ce soit et procéder à l’émission privee d’obligations, de billets à ordre ou tout autre instrument de dettes ainsi que des bons de souscription ou tout autre droit de souscription d’actions.

Dune façon générale, la Société peut effectuer toute opération commerciale, industrielle ou financière qu’elle estime utile à l’accomplissement et au développement de son objet.

De plus, la Société peut effectuer des opérations d’affacturage au profit de sociétés et d’entreprises faisant partie du groupe de sociétés dont la Société fait partie. La Société n’entre pas dans une transaction qui constituerait une activite réglementée du secteur financier sans les autorisations requises sous les lois du Grand-Duché de Luxembourg. »

DEUXIÈME RÉSOLUTION

En vue de ce qui précède, l’Associé a décidé de modifier l’article 2 des statuts de la Société qui aura dorénavant la teneur suivante:

« Art. 2. Objet. La Société a pour objet l’acquisition, la détention et la cession de participations dans toute société et entreprise luxembourgeoise et/ou étrangère, ainsi que l’administration, la gestion et la mise en valeur de ces participations.


La Société peut également investir dans l’immobilier, les droits de propriété intellectuelle ou tout autre actif mobilier ou immobilier sous quelque forme que ce soit.

La Société peut emprunter sous quelque forme que ce soit et procéder à l’émission privée d’obligations, de billets à ordre ou tout autre instrument de dettes ainsi que des bons de souscription ou tout autre droit de souscription d’actions.

7

D’une façon générale, la Société peut effectuer toute opération commerciale, industrielle ou financière qu’elle estime utile à l’accomplissement et au développement de son objet.

De plus, la Société peut effectuer des opérations d’affacturage au profit de sociétés et d’entreprises faisant partie du groupe de sociétés dont la Société fait partie. La Société n’entre pas dans une transaction qui constituerait une activite réglementée du secteur financier sans les autorisations requises sous les lois du Grand-Duché de Luxembourg. »

FRAIS

Les frail, dépenses, honoraires et charges de toute nature payable par la Société en raison du présent acte sont évalués à mille deux cents euros (EUR 1.200,-).

Le notaire soussigné qui comprend et parle la langue anglaise, déclare par la présente qu’à la demande du mandataire de la comparante ciavant, le présent acte est rédigé en langue anglaise, suivi d’une version française, et qu’à la demande du même mandataire, en cas de divergences entre le texte anglais et le texte français, la version anglaise primera.

Dont acte

Fait et passé à Luxembourg, date qu’en tête des présentes.

Lecture du présent acte faite et interprétation donnée au mandataire de la comparante, connu du notaire soussigné par ses nom, prénom usuel, état et demeure, it a signé avec, le notaire soussigné, notaire le présent acte.

CERTIFIED AS A TRUE COPY.

MONDORF, May 27, 2013

8

Exhibit 3.12

Doc ID — 200822101316

Receipt

This is not a bill. Please do not remit payment

BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP

ATTN: NOEMI VILLARREAL

41 S. HIGH ST. 26TH FL

COLUMBUS, OH 043215

STATE OF OHIO

CERTIFICATE

Ohio Secretary of State, Jennifer Brunner

1797905

It is hereby certified that the Secretary of State of Ohio has custody of the business records for

EATON AEROQUIP LLC and, that said business records show the filing and recording of:

Document(s)

ARTICLES OF ORGNZTN/DOM. PROFIT LIM.LIAB. CO.

Witness my hand and the seal of the Secretary of State at Columbus,

Ohio this 4th day of August, A.D.

2008.

Document No(s):

2008221013156

Ohio Secretary of State

Doc ID — 200822101316 www.sos.state.oh.us e-mail: busserv@sos.state.oh.us

Prescribed by:

The Ohio Secretary of State

Central Ohio: (614) 466-3910

Toll Free: 1-877-SOS-FILE (1-877-767-3453)

Expedite this Form: (Select

One)

Yes PO Box 1390

Columbus, OH 43216

*** Requires an additional fee of

$100***

No PO Box 670

Columbus, OH 4321b

ORGANIZATION / REGISTRATION OF

LIMITED LIABILITY COMPANY

(Domestic or Foreign)

Filing Fee $125.00

THE UNDERSIGNED DESIRING TO FILE A:

CHECK ONLY ONE(1) BOX)

(1)



Articles of Organization for Domestic Limited

Liability Company

(115-LCA)

ORC 1705

(2) Application for Registration of Foreign Limited

Liability Company

(106-LFA)

ORC 1705

(Date of Formation) (State)

Complete the general information in this section for the box checked above.

Name Eaton Aeroquip LLC

Check here if additional provisions are attached

* If box (1) is checked, name must include one of the following endings: limited liability company, limited, Ltd. L.t.d., LLC, L.L.C.

Complete the information in this section if box (1) is checked.

Effective Date (Optional)

(mm/dd/yyyy)

This limited liability company shall exist for

( Optional )

Date specified can be no more than 90 days after date of filing. If a date is specified the date must be a date on or after the date of filing.

(Period of existence)

Purpose

( Optional )

The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is

( Optional )

( Name )

( Street ) NOTE: P.O. Box Addresses are NOT acceptable

( City ) ( State ) ( Zip Code )

Last Revised: May 2002

Page 1 of 3

Doc ID — 200822101316

Complete the information in this section if box (1) is checked Cont.

ORIGINAL APPOINTMENT OF AGENT

The undersigned authorized member, manager or representative of

Eaton Aeroquip LLC

( name of limited liability company ) hereby appoints the following to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The name and address of the agent is:

CT Corporation System

( Name of Agent )

1300 East 9th Street

( Street )

NOTE: P.O. Box Addresses are NOT acceptable

Must be authenticated by an

authorized representative

Cleveland,

( City )

Ohio

(State)

ACFB Incorporated

Authorized Representative

By: Donna Fuller, Assistant Secretary


ACCEPTANCE OF APPOINTMENT

The undersigned, named herein as the statutory agent for

Eaton Aeroquip LLC

( name of limited liability company )

hereby acknowledges and accepts the appointment of agent for said limited liability Company.

CT Corporation System

By:

( Agent’s signature )

44114

( Zip Code )

8/1/08

Date

PLEASE SIGN PAGE (3) AND SUBMIT COMPLETED DOCUMENT

Page 2 of 3

Doc ID 200822101316

Complete the information in this section if box (2) is checked.

The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is

( Name )


( City ) ( State ) ( Zip Code )

The name under which the foreign limited liability company desires to transact business in Ohio is

The limited liability company hereby appoints the following as its agent upon whom process against the limited liability company may be served in the state of Ohio. The name and complete address of the agent is

( Name )


( City )

Ohio

( State ) ( Zip Code )

The limited liability company irrevocably consents to service of process on the agent listed above as long as the authority of the agent continues, and to service of process upon the OHIO SECRETARY OF STATE if: a. the agent cannot be found, or b. c. the limited liability company fails to designate another agent when required to do so, or the limited liability company’s registration to do business in Ohio expires or is cancelled.

REQUIRED

Must be authenticated (signed) by an authorized representative

(See instructions)

ACFB Incorporated

/s/ Donna Fuller


By: Donna Fuller, Assistant Secretary

(Print Name)

8/1/08

Date

Page 3 of 3

Doc ID —> 200822101316 www.sos.state.oh.us e-mail: bussserv@sos.state.oh.us

Prescribed by:

The Ohio Secretary of State

Central Ohio: (614) 466-3910

Toll Free: 1-877-SOS-FILE (1-877-767-3453)

CONSENT FOR USE OF SIMILAR NAME

( For Domestic /Foreign, Profit or Nonprofit )

Must Be Accompanied By Another Form

THE UNDERSIGNED DESIRING TO FILE A:

( CHECK ONLY ONE (1) BOX ) This filing does not extend the registration period

Where consenting entity is a a corporation Where consenting entity is a registrant of

(147-CSC)

Trade Name

Service Mark

Trade Mark

(149-CSN)

Check here if additional provisions are attached

Charter or Registration No. of Entity Giving Consent 376083

Name of Entity

Giving Consent

Gives Its Consent To

Eaton Aeroquip Inc.

Eaton Aeroquip LLC

Where consenting entity is a

Limited Liability Company

Limited Partnership

Partnership Having limited

Liability

(148-C5L)

To Use the Name

REQUIRED

Must be authenticated

(signed) by an authorized representative

/s/ Earl R. Franklin


Earl R. Franklin

Vice President and Secretary

Eaton Aeroquip LLC


8/1/08

Date

Date

If the consenting party is a partnership, all general partners must sign. If only one partner is authorized to sign, a copy of the resolution authorizing the signature must be included.

Page 1 of 1

OPERATING AGREEMENT

OF

EATON AEROQUIP LLC

September 2, 2008

Exhibit 3.13


OF

EATON AEROQUIP LLC

THIS OPERATING AGREEMENT (“Agreement”), is made and entered into by Eaton Corporation, a corporation organized under the laws of Ohio (the “Member”), as of September 2, 2008.

2

ARTICLE I

ORGANIZATION

Section 1.1 Formation . Pursuant to the Articles of Organization (the “Articles of Organization”) filed with the Secretary of State of Ohio on the 4th day of August, 2008 (the “Commencement Date”), the authorized person of Member has formed a limited liability company (the

“Company”) pursuant to the provisions of Chapter 1705 of the Ohio Limited Liability Company Act (the “Act”). The rights and liabilities of the

Member will be as provided in the Act except as otherwise provided in this Agreement.

ARTICLE II

NAME, CHARACTER, PLACE OF

BUSINESS AND TERM OF COMPANY

Section 2.1 Name . The business of the Company shall be conducted under the name of Eaton Aeroquip LLC. The Member may change the Company’s name at any time and from time to time. The Member may also cause the Company to do business at the same time under more than one fictitious name if the Member determines that doing so is in the interest of the Company.

Section 2.2 Character of Business . The Company may carry on any lawful activity permissible for a limited liability company under

Ohio law.

Section 2.3 Place of Business . The principal office of the Company shall be located at a location as the Member may from time to time determine.

Section 2.4 Location of Records . The Company will maintain, at its principal office, all records pertaining to the Company as required by the Act.

Section 2.5 Term . The period of duration of the Company shall commence on the Commencement Date and shall be perpetual.

Section 2.6 Filings; Registered Agent for Service of Process and Registered Office

(a) The Articles of Organization of the Company has been filed in the office of the Secretary of State of Ohio in accordance with the provisions of the Act. The Member will take any and all other actions reasonably necessary to perfect and maintain the status of the

Company as a limited liability company under the laws of Ohio.

3

(b) The Member will take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any states or jurisdictions other than Ohio in which the Company engages in business.

(c) The Company’s registered office in Ohio shall be located at 1300 Ninth Street, Cleveland, Ohio 44114. The Company’s registered agent for service of process in the State of Ohio shall be the CT Corporation System, 1300 Ninth Street, Cleveland, Ohio 44114.

The Member may change, at any time and from time to time, such registered agent or registered office.

(d) Upon the dissolution of the Company, the Member will promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and the law of any other states or jurisdictions in which the Company has qualified to conduct business.

ARTICLE III

ACCOUNTS

Section 3.1 Contributions . The Member has contributed to the Company the assets shown on the books and records of the Company. An account shall be maintained for the Member as shown on the books of the Company. The Member will not be required to make any contributions to the Company other than the initial contribution. The Member is not required to make any additional contributions to the capital of the

Company.

Section 3.2 Fiscal Year . The Company shall have the same fiscal year as the Member.

ARTICLE IV

MANAGEMENT OF COMPANY

Section 4.1 Management . Subject to the limitations imposed by the Act and except as otherwise provided in this Agreement, the Board of

Managers (the “Board”), in its full and exclusive discretion, will manage and control, have authority to obligate and bind, and make all decisions affecting the business and assets of the Company.

Section 4.2 Board of Managers .

(a) The Company shall have a Board of at least one (1) person. The members of the Board (the “Managers,” and each a “Manager”) shall be elected by the Member. There shall be two (2) initial members of the Board, who shall be Richard H. Fearon and Mark M.

McGuire. A Manager may be removed by the Member. Any vacancy on the Board shall be filled by the Member.

(b) Any action under this Agreement requiring the consent of or determination or approval of the Board, will require the consent or approval of a majority of the Board.

4

(c) Managers shall be natural persons of full age and need not be Members. Except in the case of vacancies, each Manager shall be elected to serve until his successor is elected and qualified.

(d) A resignation from the Board shall be deemed to take effect upon its receipt by the Member, unless some other time is specified therein.

(e) Regular meetings of the Board shall be called on the written request of a majority of the Managers. Special meetings may be held at such times and places as may be designated in the notices of their call, or they may be held at any time or place, without notice, by the presence of all Managers.

(f) Written notice of each regular or special meeting, stating the time and place, shall be given to each Manager at least one (1) day before such meeting, either personally or by mail, facsimile or electronic mail.

(g) At all meetings of the Board, a majority of the Managers in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Managers present at a meeting at which a quorum is present shall be the acts of the Board.

Managers who have a personal or financial interest in a contract or transaction which is before the Board, or who are common managers or directors of the Company and another corporation or entity with respect to which a contract or transaction is before the Board, may be counted in determining the presence of a quorum at a meeting of the Managers, or a committee thereof. If a quorum shall not be present at any meeting of Managers, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement of the meeting, until a quorum shall be present.

(h) To the extent permitted by law, Managers or any committee thereof may participate in a meeting of such body by proxy, or through the use of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

(i) Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if such action is approved by the written consent of all of then serving Managers, and such approval is evidenced by one or more written consents describing the action taken, signed by all of the Managers and delivered to the Company for inclusion in the minutes of the Company or for filing with the Company records. Action taken under this Section 4.2(i) is effective when the consent is signed by all of the Managers, unless the consent specifies a different effective date.

(j) The Board may delegate any of its duties or responsibilities to one or more committees of the Board.

Section 4.3 Officers . The Board may appoint any person to act as officers of the Company which may include (a) a chief executive officer; (b) a president; (c) one or more vice presidents; (d) a secretary and one or more assistant secretaries; and (d) a treasurer and one or more

5 assistant treasurers. The Board may delegate a portion of its day-to-day management responsibilities to any such officers, as determined by the

Board from time to time, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as authorized by the Board.

Section 4.4 Reliance on Acts of Officers . No financial institution or any other person, firm or corporation dealing with the Company shall be required to ascertain whether an officer is acting in accordance with this Agreement and such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by such officer.

ARTICLE V

DISTRIBUTIONS TO MEMBERS

Section 5.1 Distributions of Net Cash Flow and Net Cash Proceeds . Distributions shall be made to the Member at such times as the sole Member determines.

ARTICLE VI

WITHDRAWAL OF A MEMBER; RIGHT OF

SURVIVING OR REMAINING MEMBERS TO CONTINUE

THE BUSINESS OF THE COMPANY

Section 6.1 Withdrawal of a Member . The Member shall cease to be a member of the Company upon the occurrence of any of the events of withdrawal as set forth in the Act.

Section 6.2 Right to Continue Business . The Company shall not dissolve upon the withdrawal of the Member by reason of a transfer described in Section 7.1 hereof. Upon the withdrawal of the Member for any other reason, the successors or assigns of the Member may elect to continue the business of the Company within one hundred twenty (120) days after the withdrawal of the Member from the Company pursuant to

Section 6.1 hereof.

ARTICLE VII

TRANSFERS OF MEMBERSHIP INTERESTS

Section 7.1 Voluntary Transfers of Membership Interests . The membership interest of the Member may be voluntarily transferred at any time; provided, however, that in the event that a new member shall be admitted to the Company, the admission or replacement of another new member or the assignment of a member’s interest in the Company shall only be permitted pursuant to a written agreement between all of the members of the Company and the new member.

6

ARTICLE VIII

DISSOLUTION OF THE COMPANY

Section 8.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:

(a) If the Member ceases to be a Member of the Company and the business of the Company is not continued as provided in

Section 6.2;

(b) The sale of substantially all of the Company’s assets;

(c) The written statement of the sole Member to dissolve the Company;

(d) Entry of a decree of judicial dissolution under the Act.

Upon the dissolution of the Company, the Member (or the successor of the Member with respect to the Member’s membership interest) shall proceed, within one hundred eighty (180) days after notice of the event causing dissolution, with the winding up of the Company, and its assets shall be applied and distributed as provided in the Act; provided, however, that nothing in this Agreement shall be deemed to require the

Company or any Member to pay any non-recourse debts or obligations of the Company.

Section 8.2 Final Accounting . The Member shall be furnished with a statement prepared by the Company’s accountants, which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon the compliance by the Member with the foregoing distribution plan, the Member shall cease to be a Member and the Member shall execute and cause to be filed a Certificate of Dissolution of the

Company in compliance with the Act and any and all other documents necessary with respect to termination and cancellation.

Section 8.3 Reserve . Notwithstanding the provisions of this Article, the Company may retain such amounts as it deems reasonably necessary as a reserve for any contingent liabilities or obligations of the Company. After such reasonable period of time as the Member shall determine, the balance of such reserve shall be distributed to the Member pursuant to this Article VIII.

ARTICLE IX

INVESTMENT REPRESENTATION

Section 9.1 Investment Purposes . The Member hereby represents and covenants that such Member is acquiring such Member’s membership interest solely for investment purposes and not with a view to the distribution or resale thereof.

7

ARTICLE X

INDEMNIFICATION

Section 10.1 Indemnification of Member and Officers . The Company hereby agrees to and shall indemnify and defend the Member,

Manager and the officers of the Company, and any employee or agent of the Company or anyone who was serving as such one at the request of the Company on behalf of some other entity (each, an “Indemnified Party”), and hold each of them harmless from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the indemnified party (including, without limitation, all costs and expenses of defense, appeal and settlement) to the fullest extent permitted by the Act. The obligations of the Company under this Section 10.1 shall be satisfied solely from the assets of the Company, and no member shall have any personal liability on account thereof.

Section 10.2 Insurance . The Company shall have power to purchase and maintain insurance on behalf of any person, firm or corporation that is or was a member or officer of the Company or otherwise affiliated with the Company against any liability asserted against and incurred by such Indemnified Party in such Indemnified Party’s capacity, or arising out of the Indemnified Party’s status as such, whether or not the

Company would have the power to indemnify the Indemnified Party against such liability under the provisions of this Article X.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Company Covenants .

(a) The Company shall maintain its existence as a limited liability company in the State of Ohio and in all other states or jurisdictions where it is required to be qualified to conduct its business.

(b) The Company shall comply with all obligations under its Articles of Organization, duly adopted by-laws (if any), this Agreement and the Act.

Section 11.2 No Member Liability . No Member shall be liable for the debts, liabilities, contracts or any other obligations of the

Company.

Section 11.3 Governing Law . The Company and this Agreement shall be governed by and construed in accordance with the laws of the

State of Ohio, notwithstanding the application of any principles of conflicts of law.

Section 11.4 Entire Agreement . This Agreement, together with the Articles of Organization and any duly adopted by-laws of the

Company, as any of the foregoing may be duly amended in writing from time to time, contain the entire agreement or declaration of the Member

(s) with respect to the operation of the Company.

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Section 11.5 Severability . This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this

Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 11.6 Headings and Captions; Variation in Pronouns . The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any of the terms and provisions of this Agreement. Except as specifically provided otherwise, all of the terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any section or clause herein may require, the same as if such words had been fully and properly written in such number and gender.

Section 11.7 Amendment . This Agreement may be amended by the Member at any time and from time to time. Any such amendment shall be in writing.

IN WITNESS WHEREOF, the sole Member has hereunto set its hand as of the date set forth above.

MEMBER:

Eaton Corporation

Sole Member

By: /s/ Earl R. Franklin

Earl R. Franklin,

Senior Vice President and Secretary

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

EATON AEROSPACE LLC

1. The name of the limited liability company is Eaton Aerospace LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware,

County of New Castle, and the name of its registered agent at that address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned Authorized Person has executed this Certificate of Formation on this 18th day of May, 2000.

By: /s/ Jeremy L. Trahan

Print Name: Jeremy L. Trahan

Title: Authorized Person

Exhibit 3.15

LIMITED LIABILITY COMPANY DECLARATION

OF

EATON AEROSPACE LLC

2000, by Eaton Hydraulics Inc., a Delaware corporation, as the initial sole member of Eaton Aerospace LLC (the “Company”).

ARTICLE I

DEFINITIONS

The following terms used in this Declaration shall have the following meanings:

1.01 “ Act ” shall mean the Delaware Limited Liability Company Act contained in Title 6, Chapter 18 of the Delaware Code Annotated, as amended from time to time.

1.02 “ Affiliate ” shall mean with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. The term “control” shall mean the possession, directly or indirectly, of over 50% of voting power.

1.03 “ Approval of the Member ” shall mean the written consent or consent of the Member as described in Section 5.05 hereof

1.04 “ Board Member ” shall mean a member of the Board of Managers of the Company designated in accordance with Section 6.01 hereof.

1.05 “ Board of Managers ” shall mean the board described in Section 6.01 hereof. The Board of Managers shall act as the manager of the

Company within the meaning of Section 18-101(10) of the Act.

1.06 “ Capital Contribution ” shall mean any actual or deemed contribution to the capital of the Company in cash and/or property by a

Member, whenever made.

1.07 “ Certificate of Formation ” shall mean the Certificate of Formation of the Company, as filed with the Secretary of State of the State of Delaware, as the same may be amended or restated from time to time.

1.08 “ Certificate of Interest ” shall mean the Certificate of Interest issued on behalf of the Company to evidence ownership of the

Membership Interest.

1.09 “ Code ” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws, as each of the foregoing may be amended from time to time.

1.10 “ Company ” shall refer to Eaton Aerospace LLC, a Delaware limited liability company.

1.11 “ Declaration ” shall mean this Limited Liability Company Declaration of the Company as originally executed and as amended, restated or supplemented from time to time.

1.12 “ Disregarded Entity ” shall mean an entity disregarded as separate from its owner for federal income tax purposes, in accordance with Section 301.7701-3 of the Treasury Regulations.

1.13 “ Dissolution Event ” shall have the meaning set forth in Section 9.1 hereof.

1.14 “ Entity ” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

1.15 “ Indemnitee ” shall have the meaning set forth in Section 10.11 hereof.

1.16 “ Initial Capital Contribution ” shall have the meaning set forth in Section 2.01 hereof.

1.17 “ Initial Member ” shall mean Eaton Hydraulics Inc., a Delaware corporation.

1.18 “ Member ” shall mean the Initial Member and any Substitute Member.

1.19 “ Membership Interest ” shall mean the Member’s entire limited liability company interest in the Company, including the Member’s rights to participate in the management or affairs of the Company and such other rights and privileges that the Member shall enjoy by being a

Member.

1.20 “ Officers ” shall mean the Persons elected by the Board of Managers to act as officers of the Company.

1.21 “ Person ” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person” where the context so permits.

1.22 “ Substitute Member ” shall mean the transferee of the Member’s Membership Interest permitted to become a member of the

Company pursuant to Section 8.02 hereof.

1.23 “ Transfer ” means, with respect to the Membership Interest, to sell, give, assign, divest, dispose of or transfer ownership or control of all, any part of or any interest in the Membership Interest, whether voluntarily or by operation of law.

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1.24 “ Treasury Regulations ” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF THE COMPANY

2.01 Formation . The Initial Member caused the Company to be formed as a limited liability company on May 18, 2000, by filing an executed Certificate of Formation, in the form of Exhibit A attached hereto, with the Secretary of State of the State of Delaware in accordance with and pursuant to the Act. As evidence of the Initial Member’s Membership Interest in the Company pursuant to such formation, the

Company shall issue a Certificate of Interest to the Initial Member, in the form set forth on Exhibit B attached hereto. The Initial Member shall make the Capital Contribution set forth in a Contribution Agreement in the form of Exhibit C attached hereto (the “Initial Capital Contribution”).

2.02 Name . The name of the Company is Eaton Aerospace LLC, and all business of the Company shall be conducted under that name.

2.03 Principal Place of Business . The principal place of business of the Company is 1111 Superior Avenue, Cleveland, Ohio 44114. The

Company may establish additional offices or relocate its place of business as the Board of Managers may from time to time deem advisable.

2.04 Registered Office and Registered Agent . The Company’s initial registered agent for the service of process shall be The Corporation

Trust Company and the registered office in the State of Delaware shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.

The Officers may change the registered office and registered agent from time to time by making an appropriate filing with the Delaware

Secretary of State pursuant to the Act.

2.05 Term . The Company shall exist perpetually, unless earlier dissolved and its affairs wound up in accordance with either the provisions of this Declaration or the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of

Formation as provided in the Act.

2.06 Foreign Qualification . The Company shall qualify to do business in each jurisdiction where its business requires it to be so qualified.

One or more authorized representatives of the Company shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Declaration that are necessary or appropriate to qualify, continue and terminate, as appropriate, the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

2.07 Operating Agreement . This Declaration shall serve as the “operating agreement” of the Company, as such term is used in the Act.

2.08 Disregarded Entity . It is the intention of the Initial Member that the Company be a Disregarded Entity. The Member, the Board of

Managers and the Officers shall take all reasonable steps to cause the Company to be a Disregarded Entity, and shall not take any action that would cause the Company to not be a Disregarded Entity.

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ARTICLE III

BUSINESS OF THE COMPANY

3.01 Purpose of the Company . The nature of the business or purpose of the Company shall be to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the Act.

ARTICLE IV

ACTIVITIES SEPARATE FROM

AFFILIATES AND MEMBER

4.01 Covenants . The Company shall take, and the Member, the Board of Managers and the Officers shall cause the Company to take, all of the following actions:

(a) to operate its business separate and apart from the business of any other Entity, including, without limitation, any of its Affiliates, the Member and Affiliates of the Member;

(b) to hold itself out as an independent Entity which conducts business separate and apart from all other Entities and correct any misunderstanding regarding its separate identity; and

(c) to observe all formalities set forth in this Declaration and any other organizational document.

ARTICLE V

MEMBER time.

5.01 Member . The name and address of the Member is set forth on Exhibit D attached hereto, as the same may be amended from time to

5.02 Matters Reserved Exclusively to the Member . Notwithstanding Sections 6.01 or 7.02 hereof, the Company shall not take (or agree to take), and neither the Board of Managers nor the Officers shall cause the Company to take (or agree to take), any action with respect to the following matters, except upon Approval of the Member:

(a) to continue the business of the Company upon a sale of all or substantially all of the assets of the Company pursuant to

Section 9.01(a)(iv);

(b) to permit the Transfer of the Member’s Membership Interest to a Substitute Member; or

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(c) to any other acts on behalf of or with respect to the Company which under Delaware law would require action by the Member.

5.03 Limitation of Liability . The Member’s liability shall be limited as set forth in this Declaration, the Act and other applicable law.

5.04 Binding Authority . The Member shall not have the authority to bind the Company without the approval of the Board of Managers.

5.05 Action by Member . Any action required to be taken by the Member shall be taken by a written consent describing the action taken, signed by the Member and delivered to the Officers for inclusion in the minutes or for filing with the Company records (“Approval of the

Member”).

ARTICLE VI

BOARD OF MANAGERS

6.01 Management of Business . A Board of Managers shall be established with the responsibility for (a) establishing policies and guidelines for the conduct of the business and affairs of the Company, (b) supervising and directing the Officers and (c) making determinations with respect to certain other significant and extraordinary matters (as more fully referenced in Section 6.02 hereof). The initial Board of

Managers shall consist of three (3) individuals designated by the Member and listed on Exhibit E attached hereto, as the same may be amended from time to time, and shall have all the powers of a manager of a limited liability company permitted under the Act. In no event shall the Board of Managers consist of fewer than two (2) Board Members. In the event of the removal, death, complete disability, or resignation of any Board

Member, the Member shall have the right to designate a substitute Board Member. Each individual designated by the Member may be removed by the Member at any time for any reason. An individual who serves on the Board of Managers may voluntarily resign at any time by delivering written notice to the Member. A resignation is effective without acceptance when the notice is delivered to the Member, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Member accepts the future effective date, the Member may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date.

6.02 Matters Reserved Exclusively to the Member and the Board of Managers . Any action with respect to the following matters shall be taken only upon the Approval of the Member and the affirmative vote of the Board of Managers:

(a) to make an assignment for the benefit of creditors, file, or consent to the filing of, a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver, trustee or other similar official for it or for a substantial part of its assets, commence, to the fullest extent permitted by law, any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute or similar law or statute of any jurisdiction, consent or acquiesce in the filing of any such petition, application, proceeding or appointment of or taking possession by the custodian, receiver, liquidator or trustee of the Company of substantially all or part of its assets, or admit its inability to pay its debt generally as they become due;

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(b) to sell, transfer, assign, convey or lease all or substantially all of the assets of the Company; and

(c) to merge, consolidate, liquidate or, subject to Article IX hereof and to the fullest extent permitted by law, dissolve the Company;

(d) to directly or indirectly purchase or otherwise acquire all or substantially all of the assets of another Entity.

6.03 Rights and Powers of the Board of Managers.

(a) Meetings . Meetings of the Board of Managers may be called at any time by any Board Member and shall be held at the

Company’s principal office unless otherwise agreed upon by the Board Members. Written notice stating the date, time and place of each meeting shall be given to each Board Member not less than five (5) nor more than thirty (30) days before the date of such meeting. Such notice shall specify the purpose for which the meeting is called and any issues that are proposed to be discussed or voted upon at such meeting.

(b) Waiver of Notice . Any Board Member may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the Board Member entitled to the notice and delivered to any of the Officers for inclusion in the minutes or filing with the

Company’s records. A Board Member’s attendance at or participation in a meeting waives any objection to lack of notice or defective notice of the meeting unless the Board Member at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

(c) Quorum . Except as otherwise consented to in writing by each Member, a quorum for the transaction of business at any meeting of the Board of Managers requires the presence at such meeting, in person or by proxy, of at least two (2) Board Members.

(d) Proxy . Any Board Member may grant any other Board Member a proxy to vote in his or her stead.

(e) Voting of the Board of Managers . Unless otherwise required by the Act or this Declaration, all decisions of the Board of

Managers shall be made by the vote of a majority of the Board Members. No issue shall be voted on by the Board of Managers unless notice of the issue is given or such notice is waived by any Board Member not receiving such notice as set forth in Section 6.03(b) hereof.

(f) Action Without Meeting . Any action required or permitted by this Declaration or by law to be taken at a meeting of the Board of

Managers may be taken without a meeting if a written consent or consents, describing the action so taken, is signed by all of the Board Members entitled or required to vote with respect to the subject matter thereof and delivered to the Company for inclusion in the Company’s records. Any such written consent may be signed in two or more counterparts.

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(g) Telephonic Meetings . Except as provided herein and notwithstanding any place set forth in the notice of the meeting or this

Declaration, the Board of Managers and any committees thereof may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other.

6.04 Limitation of Liability . The Board of Managers’ liability shall be limited as set forth in this Declaration, the Act and other applicable law.

ARTICLE VII

OFFICERS

7.01 Officers . The Persons designated on Exhibit F attached hereto shall be the initial Officers of the Company and shall hold the position or positions set forth opposite their names on Exhibit F. Each Officer shall serve at the pleasure of the Board of Managers until his or her successor is duly elected until his or her earlier resignation or removal, in which case Exhibit F shall be amended accordingly.

7.02 Duties . Except as otherwise provided or prohibited herein, the Officers shall (a) be responsible for the day-to-day operation and management of the business and affairs of the Company, (b) make all decisions, and take or cause to be taken all such actions, on behalf of the

Company or otherwise as are necessary in connection with the operation and management of the Company in the ordinary course of business,

(c) be responsible to effect all properly approved orders and resolutions of the Board of Managers, except as may be otherwise delegated by the

Board of Managers or provided by law and (d) perform such other duties as from time to time may be assigned by the Board of Managers.

Without limiting the generality of the foregoing, any of the Officers is authorized to (e) sign contracts and obligations on behalf of the Company, including, without limitation, purchase contracts, sales contracts, leases, promissory notes, mortgages and deeds of trust, (f) institute and defend legal proceedings, (g) lend money, (h) invest and reinvest Company funds and (i) appoint employees and agents. Notwithstanding the foregoing, in no event shall this Section 7.02 operate or be construed to allow the Officers to act in contravention of Section 5.02 or 6.02 hereof.

7.03 Delegation of Authority; Officers. The Board of Managers shall have the authority and power to appoint Officers and to delegate to one or more of such Officers, the rights and powers to manage and control the business and affairs of the Company; provided, that the Board of

Managers may not delegate the right to vote that is reserved exclusively to the Board of Managers in this Agreement. The Officers of the

Company, if deemed necessary by the Board of Managers, may include a president, one or more vice presidents, treasurer, secretary, assistant treasurer and assistant secretary. The Officers shall serve at the pleasure of the Board of Managers, subject to all rights, if any, of an Officer under any contract of employment. Any individual may hold any number of offices. The Officers shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Managers.

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7.04 Standard of Conduct. Each of the Officers shall discharge the duties of an officer in good faith, in a manner he or she reasonably believes to be in the best interest of the Company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In discharging his or her duties, the Officer is entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by employees of the Company whom the Officer reasonably believes to be reliable and competent in the matters presented, or legal counsel, public accountants, or other persons as to matters the. Officer reasonably believes are within the person’s professional or expert competence. An Officer is not acting in good faith who has knowledge concerning the matter in question that makes reliance otherwise permitted by this provision unwarranted. An Officer shall not be liable for any action taken as an officer, or any failure to take any action, if the Officer has performed the duties of the office in compliance with this provision.

An Officer’s liability shall be limited as set forth in this Declaration, the Act and other applicable law.

7.05 Resignation . An Officer may voluntarily resign at any time by delivering written notice to the Board of Managers. A resignation is effective without acceptance when the notice is delivered to the Board of Managers, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Board of Managers accepts the future effective date, the Board of Managers may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date. An Officer’s resignation does not affect the Company’s contractual rights, if any, with the Officer.

ARTICLE XIII

TRANSFERABILITY

8.01 Transfers . Subject to and in full compliance with the terms and conditions of this Declaration, including, but not limited to, the conditions set forth in Section 8.02 hereof, the Member may Transfer to any Person permitted to be a member of a limited liability company under the Act, all, but not less than all, of the Member’s Membership Interest.

8.02 Conditions to Transfers. The Member shall not make a Transfer of its Membership Interest without the satisfaction of all of the conditions set forth in this Section 8.02. The Company shall register the Membership Interest in the name of a transferee, and the transferee shall be deemed to own such Membership Interest and shall become a Member, with the rights and responsibilities of a Member, only if and when all of the following conditions are satisfied:

(a) the transferee executes a counterpart signature page of this Declaration;

(b) the Company has received a written instrument of Transfer of such Membership Interest in a form satisfactory to the Company, which instrument shall be signed by the transferor and the transferee and shall contain the name and address of the transferee and the transferee’s express acceptance of and agreement to be bound by all of the terms and conditions of this Declaration;

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(c) all requirements of applicable state and federal securities laws have been met; and

(d) such Transfer shall not result in the Company no longer being classified as a Disregarded Entity.

8.03 Substitution of a Member. A transferee of a Membership Interest shall be admitted as a Substitute Member and admitted to all the rights of the transferor upon the satisfaction of the conditions set forth in Section 8.02 hereof. If so admitted, the Substitute Member shall have all the rights and powers, and be subject to all the restrictions on and liabilities of, the transferor. The admission of a Substitute Member shall not release the transferor from any liability to the Company that may have existed prior to the Transfer of the Membership Interest to the Substitute

Member.

ARTICLE IX

DISSOLUTION, TERMINATION AND

LIQUIDATION OF THE COMPANY

9.01 Dissolution .

(a) The Company shall be dissolved and its affairs wound up upon the first to occur of any of the following events (each of which shall constitute a “Dissolution Event”):

(i) at any time there is no Member of the Company unless the business of the Company is continued without dissolution in a manner permitted by the Act;

(ii) the entry of a decree of judicial dissolution under the Act;

(iii) the written consent of the Member; or

(iv) the sale of all or substantially all of the assets of the Company, unless the Member determines to continue the business of the Company pursuant to Section 5.02 hereof .

(b) The bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution. Notwithstanding any other provision in this Declaration, the bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be the Member of the Company, and upon the occurrence of such an event, the business of the Company shall be continued without dissolution.

(c) Upon the occurrence of a Dissolution Event, the Company shall continue its existence until the winding up of the affairs is completed and a certificate of cancellation of the Certificate of Formation has been filed with the Secretary of State of the State of Delaware.

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A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of the Company’s liabilities to creditors so as to minimize the normal losses attendant to such liquidation.

9.02 Winding Up, Liquidation and Distribution of Assets.

(a) Upon the occurrence of a Dissolution Event, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Officers immediately shall proceed to wind up the affairs of the Company.

(b) If the Company is dissolved and its affairs are to be wound up, the Officers shall sell or otherwise liquidate all of the Company’s assets as promptly as practicable and distribute the proceeds of the liquidation of such assets and any other remaining, unliquidated assets in the following order of priority:

(i) to creditors, excluding the Member, to the extent permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the making of reasonable provision for payment thereof); and then

(ii) to the Member.

Liquidation proceeds shall be paid within sixty (60) days of the end of the Company’s fiscal year or, if later, within ninety (90) days after the date of dissolution.

(c) The Officers shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the

Company and the final distribution of its assets.

9.03 Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed and filed in accordance with the Act. Upon the filing with the Secretary of State of the State of Delaware of a certificate of cancellation of the Certificate of Formation, the existence of the Company shall cease.

9.04 Final Accounting. The Member shall be furnished a statement reviewed by the Company’s accountants, which shall set forth the assets and liabilities of the Company as at the date of distribution and liquidation of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.01 Notices. Any notice, demand or communication required or permitted to be given by any provision of this Declaration shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to

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whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the Member’s or Company’s address, as appropriate, which is set forth in this Declaration.

10.02 Fiscal Year. The Company’s fiscal year for financial and tax purposes shall end on December 31 of each year.

10.03 Application of Delaware Law. This Declaration and the application or interpretation hereof shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act, without regard to principles of conflict of laws.

10.04 Waiver of Action for Partition. The Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to the property of the Company.

10.05 Amendments to Organizational Documents. This Declaration and the Certificate of Formation may not be amended, restated or otherwise modified in any respect by the Member or the Board of Managers without the Approval of the Member and the affirmative vote of the

Board of Managers.

10.06 Construction. Whenever the singular number is used in this Declaration and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

10.07 Headings and Pronouns. The headings in this Declaration are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Declaration or any provision hereof. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural as the identity of the Person or Persons may require.

10.08 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Declaration shall not be deemed a waiver of such violation or failure to perform or of any subsequent violation or failure to perform.

10.09 Successors and Assigns. Each and all of the covenants, terms and provisions herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Declaration, their respective legal representatives, successors and assigns.

10.10 Creditors . Except as otherwise provided in this Declaration, none of the provisions of this Declaration shall be for the benefit of or enforceable by any creditors of the Company.

10.11 Indemnification . The Company shall, to the maximum extent provided by law, indemnify, defend and hold harmless each present or former Member, Board Member or Officer (“Indemnitee”), to the extent of the Company’s assets, from and against any liability, damage, cost, expense, loss, claim, judgment or amounts paid in settlement thereof (including reasonable attorneys’ fees and costs in settlement or defense thereof) incurred by reason of the fact that such

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Indemnitee is or was a Member, Board Member or Officer. Notwithstanding the foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims arising out of a breach by the Indemnitee of this Declaration or any acts or omissions by the Indemnitee that constitute fraud, willful misconduct or breach of fiduciary duty to the Company or to the Member. The Company shall advance the expenses of defense if the Indemnitee undertakes in writing to repay the advanced funds to the Company if the Indemnitee is finally determined by a court of competent jurisdiction not to be entitled to indemnification pursuant to this Section 10.11.

IN WITNESS WHEREOF, this Declaration has been executed by the Member to be effective as of the date first above written.

EATON HYDRAULICS INC. a Delaware corporation

By: /s/ E. R. Franklin

Print name: E. R. Franklin

Title: Vice President and Secretary

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Exhibit 3.16

CERTIFICATE OF FORMATION

OF


1. The name of the limited liability company is Eaton Hydraulics LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,

County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective upon filing with the State of Delaware.

August, 2008.

/s/ Donna Fuller

Donna Fuller, Authorized Person

CERTIFICATE OF MERGER

MERGING

EATON HYDRAULICS INC.

INTO

EATON HYDRAULICS LLC

* * * * * * *

Eaton Hydraulics LLC, a limited liability company organized and existing under the laws of Delaware, (the “Company”)

DOES HEREBY CERTIFY:

FIRST: That the Company was formed on August 1, 2008, pursuant to the Limited Liability Company Act of the State of Delaware.

SECOND: That Eaton Hydraulics Inc., a corporation incorporated on March 22, 1963 pursuant to the General Corporation Law of the State of Delaware (the “Merged Corporation”);

THIRD: That the Company, by the following resolutions of its member, duly adopted by written consent of its member on November 28,

2008, determined to and did merge into itself said Merged Corporation:

RESOLVED, that pursuant to Section 18-209 of the Limited Liability Company Act of the State of Delaware the Company merge, and it hereby does merge into itself, the Merged Corporation and assumes all of its obligations;

RESOLVED FURTHER, that the merger will become effective on January 1, 2009 at 12:03 a.m. eastern daylight time; and

RESOLVED FURTHER, that the member and managers of the Company be and he or she is hereby authorized and directed to make and execute a Certificate of Merger setting forth a copy of the resolutions to merge said Merged Corporation with and into the Company and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the

State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the member of the Company at any time prior to the time that this merger filed with the Secretary of State becomes effective.

(Signature page follows)

IN WITNESS WHEREOF, said Eaton Hydraulics LLC has caused this Certificate to be signed by its duly authorized officers this 28th day of November, 2008.


By: /s/ Thomas E. Moran

Thomas E. Moran, Vice President and Secretary and: /s/ Ken D. Semelsberger

Ken D. Semelsberger, Vice President and Treasurer

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

EATON FILTRATION LLC

INTO


* * * * * * *

Eaton Hydraulics LLC, a limited liability company organized and existing under the laws of Delaware, (the “Company”)


FIRST: That the Company was formed on August 1, 2008, pursuant to the Limited Liability Company Act of the State of Delaware.

SECOND: That Eaton Filtration LLC, a limited liability company was formed on July 21, 2005 pursuant to the Limited Liability Company

Act of the State of Delaware (the “Merged Company”);

THIRD: That the Company, by the following resolutions of its member, duly adopted by written consent of its member on November 28,

2008, determined to and did merge into itself said Merged Company:

RESOLVED, that pursuant to Section 18-209 of the Limited Liability Company Act of the State of Delaware the Company merge, and it hereby does merge into itself, the Merged Company and assumes all of its obligations;

RESOLVED FURTHER, that the merger will become effective on January 1, 2009 at 12:04 a.m. eastern daylight time; and

RESOLVED FURTHER, that the member and managers of the Company be and he or she is hereby authorized and directed to make and execute a Certificate of Merger setting forth a copy of the resolutions to merge said Merged Company with and into the Company and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the

State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the member of the Company at any time prior to the time that this merger filed with the Secretary of State becomes effective.


IN WITNESS WHEREOF, said Eaton Hydraulics LLC has caused this Certificate to be signed by its duly authorized officers this 28th day of November, 2008.



Thomas E. Moran, Vice President and Secretary and: /s/ Ken D. Semelsberger

Ken D. Semelsberger, Vice President and Treasurer

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State of Delaware

Certificate of Merger of Foreign Corporation

into Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First: The name or the surviving Limited Liability Company is Eaton Hydraulics LLC, a Delaware Limited Liability Company.

Second: The name of the foreign corporation being merged into this surviving Limited Liability Company is Integrated Hydraulics, Inc. The jurisdiction in which the foreign corporation was formed is Ohio.

Third: The Agreement of Merger has been approved and executed by each of the constituent entities.

Fourth: The name of the surviving Limited Liability Company is: Eaton Hydraulics LLC.

Fifth: The merger is to become effective on January 1, 2010.

Sixth: The Agreement of Merger is on file at Baton Corporation, 1111 Superior Avenue, Cleveland, Ohio 44114, a place of business of the surviving Limited Liability Company.

Seventh: A copy of the Agreement of Merger will be furnished by the surviving Limited Liability Company, on request without cost, to any member or stockholder of the constituent entities.

December, A.D. 2009.

By:

Authorized Person

Name: Thomas E. Moran

Print or Type

CERTIFICATE OF MERGER

MERGING

OHIO C.L.C. COMPANY, INC.

(an Ohio corporation)

INTO


(a Delaware limited liability company)

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “ Act ”) and Section 1701.80 of the Ohio General

Corporation Law (the “ OGCL ”), the undersigned limited liability company executed the following Certificate of Merger for filing and certifies that:

FIRST: The name of the limited liability company is Eaton Hydraulics LLC, a Delaware limited liability company (“ Eaton Hydraulics ”), and the name of the corporation being merged with and into Eaton Hydraulics is Ohio C.L.C. Company, Inc., an Ohio corporation (“ Ohio CLC

” and together with Eaton Hydraulics, the “ Constituent Companies ”).

SECOND: The Agreement of Merger by and between the Constituent Companies has been approved, adopted, certified, executed and acknowledged by Eaton Hydraulics in accordance with Section 18-209(b) of the Act and by Ohio CLC in accordance with Section 1701.80 of the OGCL.

THIRD: The name of the surviving limited liability company is Eaton Hydraulics LLC, a Delaware limited liability company.

FOURTH: The certificate of formation of Eaton Hydraulics in effect immediately prior to the merger shall be the certificate of formation of the surviving limited liability company.

FIFTH: The merger shall become effective on June 1, 2012 at 12:03 a.m. Eastern Daylight Time.

SIXTH: The executed Agreement of Merger is on file at the principal place of business of the surviving limited liability company, which is

1111 Superior Avenue, Cleveland, Ohio 44114.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request and without cost to any member or stockholder of the Constituent Companies.


IN WITNESS WHEREOF, the surviving limited liability company has caused this Certificate of Merger to be signed by its duly authorized




Title: Vice President and Secretary and: /s/ David B. Foster

Name: David B. Foster

Title: Vice President and Treasurer

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MERGING

BEGEROW USA INC.

(a Delaware corporation)

INTO



Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Act”) and Section 264 of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned limited liability company executed the following Certificate of Merger for filing and certifies that:

FIRST: The name of the limited liability company is Eaton Hydraulics LLC, a Delaware limited liability company (“ Eaton Hydraulics ”), and the name of the corporation being merged with and into Eaton Hydraulics is Begerow USA Inc., a Delaware corporation (“ Begerow ” and together with Eaton Hydraulics, the “ Constituent Companies ”).

SECOND: The Agreement of Merger Agreement by and between the Constituent Companies has been approved, adopted, certified, executed and acknowledged by Eaton Hydraulics in accordance with Section 18-209 of the Act and by Begerow in accordance with Section 264 of the DGCL.



FIFTH: The merger shall become effective on June 1, 2012 at 12:03 a.m. Eastern Daylight Time.





IN WITNESS WHEREOF, the surviving limited liability company has caused this Certificate of Merger to be signed by its duly authorized officers this 30th day of May, 2012.







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MERGING

ATICO-INTERNORMEN-FILTER, INC.

(an Ohio corporation)

INTO



Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Act”) and Section 1701.80 of the Ohio General

Corporation Law (the “OGCL”), the undersigned limited liability company executed the following Certificate of Merger for filing and certifies that:

FIRST: The name of the limited liability company is Eaton Hydraulics LLC, a Delaware limited liability company (“ Eaton Hydraulics ”), and the name of the corporation being merged with and into Eaton Hydraulics is Atico-Internormen-Filter, Inc., an Ohio corporation (“

Internormen ” and, together with Eaton Hydraulics, the “ Constituent Companies ”).

SECOND: The Agreement of Merger by and between the Constituent Companies has been approved, adopted, certified, executed and acknowledged by Eaton Hydraulics in accordance with Section 18-209 of the Act and by Internormen in accordance with Section 1701.80 of the

OGCL.



FIFTH: The merger shall become effective on July 1, 2012 at 12:03 a.m. Eastern Daylight Time.





IN WITNESS WHEREOF, the surviving limited liability company has caused this Certificate of Merger to be signed by its duly authorized







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LIMITED LIABILITY COMPANY AGREEMENT

OF


September 2, 2008

Exhibit 3.17


OF


THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”), is made and entered into by Eaton Aeroquip Inc., a corporation organized under the laws of Michigan (the “Member”), as of September 2, 2008.

ARTICLE I

ORGANIZATION

Section 1.1 Formation . Pursuant to the Certificate of Formation (the “Certificate of Formation”) filed with the Secretary of State of

Delaware on the 1st day of August, 2008 (the “Commencement Date”), the authorized person of Member has formed a limited liability company

(the “Company”) pursuant to the provisions of Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq (the “Act”), The rights and liabilities of the Member will be as provided in the Act except as otherwise provided in this Agreement.

ARTICLE II

NAME. CHARACTER. PLACE OF

BUSINESS AND TERMS OF COMPANY

Section 2.1 Name . The business of the Company shall be conducted under the name of Eaton Hydraulics LLC. The Member may change the Company’s name at any time and from time to time. The Member may also cause the Company to do business at the same time under more than one fictitious name if the Member determines that doing so is in the interest of the Company.

Section 2.2 Character of Business . The Company may carry on any lawful activity permissible for a limited liability company under

Delaware law.

Section 2.3 Place of Business . The principal office of the Company shall be located at a location as the Member may from time to time determine.

Section 2.4 Location of Records . The Company will maintain, at its principal office, all records pertaining to the Company as required by the Act.

Section 2.5 Term . The period of duration of the Company shall commence on the Commencement Date and shall be perpetual.

Section 2.6 Filings; Registered Agent for Service of Process and Registered Office

(a) The Certificate of Formation of the Company has been filed in the office of the Secretary of State of Delaware in accordance with the provisions of the Act. The Member will take any and all other actions reasonably necessary to perfect and maintain the status of the

Company as a limited liability company under the laws of Delaware.

(b) The Member will take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any states or jurisdictions other than Delaware in which the

Company engages in business.

(c) The Company’s registered office in Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington,

Delaware 19801. The Company’s registered agent for service of process in the State of Delaware shall be the Corporation Trust Company,

1209 Orange Street, Wilmington, Delaware 19801. The Member may change, at any time and from time to time, such registered agent or registered office.

(d) Upon the dissolution of the Company, the Member will promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and the law of any other states or jurisdictions in which the Company has qualified to conduct business.

ARTICLE III

ACCOUNTS

Section 3.1 Contributions . The Member has contributed to the Company the assets shown on the books and records of the Company. An account shall be maintained for the Member as shown on the books of the Company. The Member will not be required to make any contributions to the Company other than the initial contribution. The Member is not required to make any additional contributions to the capital of the

Company.

Section 3.2 Fiscal Year . The Company shall have the same fiscal year as the Member.

ARTICLE IV

MANAGEMENT OF COMPANY

Section 4.1 Management . Subject to the limitations imposed by the Act and except as otherwise provided in this Agreement, the Board of

Managers (the “Board” ), in its full and exclusive discretion, will manage and control, have authority to obligate and bind, and make all decisions affecting the business and assets of the Company.

Section 4.2 Board of Managers .

(a) The Company shall have a Board of at least one (1) person. The members of the Board (the “Managers,” and each a “Manager”) shall be elected by the Member. There shall be two (2) initial members of the Board, who shall be Richard H. Fearon and Mark M.

McGuire. A Manager may be removed by the Member. Any vacancy on the Board shall be filled by the Member.

(b) Any action under this Agreement requiring the consent of or determination or approval of the Board, will require the consent or approval of a majority of the Board.

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(c) Managers shall be natural persons of full age and need not be Members. Except in the case of vacancies, each Manager shall be elected to serve until his successor is elected and qualified.

(d) A resignation from the Board shall be deemed to take effect upon its receipt by the Member, unless some other time is specified therein.

(e) Regular meetings of the Board shall be called on the written request of a majority of the Managers. Special meetings may be held at such times and places as may be designated in the notices of their call, or they may be held at any time or place, without notice, by the presence of all Managers.

(f) Written notice of each regular or special meeting, stating the time and place, shall be given to each Manager at least one (1) day before such meeting, either personally or by mail, facsimile or electronic mail.

(g) At all meetings of the Board, a majority of the Managers in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Managers present at a meeting at which a quorum is present shall be the acts of the Board.

Managers who have a personal or financial interest in a contract or transaction which is before the Board, or who are common managers or directors of the Company and another corporation or entity with respect to which a contract or transaction is before the Board, may be counted in determining the presence of a quorum at a meeting of the Managers, or a committee thereof. If a quorum shall not be present at any meeting of Managers, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement of the meeting, until a quorum shall be present.

(h) To the extent permitted by law. Managers or any committee thereof may participate in a meeting of such body by proxy, or through the use of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

(i) Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if such action is approved by the written consent of all of then serving Managers, and such approval is evidenced by one or more written consents describing the action taken, signed by all of the Managers and delivered to the Company for inclusion in the minutes of the Company or for filing with the Company records. Action taken under this Section 4.2(i) is effective when the consent is signed by all of the Managers, unless the consent specifies a different effective date.

(j) The Board may delegate any of its duties or responsibilities to one or more committees of the Board.

Section 4.3 Officers . The Board may appoint any person to act as officers of the Company which may include (a) a chief executive officer; (b) a president; (c) one or more vice presidents; (d) a secretary and one or more assistant secretaries; and (d) a treasurer and one or more assistant treasurers. The Board may delegate a portion of its day-to-day management

3

responsibilities to any such officers, as determined by the Board from time to time, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as authorized by the Board.

Section 4.4 Reliance on Acts of Officers . No financial institution or any other person, firm or corporation dealing with the Company shall be required to ascertain whether an officer is acting in accordance with this Agreement and such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by such officer.

ARTICLE V

DISTRIBUTIONS TO MEMBERS

Section 5.1 Distributions of Net Cash Flow and Net Cash Proceeds . Distributions shall be made to the Member at such times as the sole Member determines.

ARTICLE VI

WITHDRAWAL OF A MEMBER: RIGHT OF

SURVIVING OR REMAINING MEMBERS TO CONTINUE

THE BUSINESS OF THE COMPANY

Section 6.1 Withdrawal of a Member . The Member shall cease to be a member of the Company upon the occurrence of any of the events of withdrawal as set forth in the Act.

Section 6.2 Right to Continue Business . The Company shall not dissolve upon the withdrawal of the Member by reason of a transfer described in Section 7.1 hereof. Upon the withdrawal of the Member for any other reason, the successors or assigns of the Member may elect to continue the business of the Company within one hundred twenty (120) days after the withdrawal of the Member from the Company pursuant to

Section 6.1 hereof.

ARTICLE VII

TRANSFERS OF MEMBERSHIP INTERESTS

Section 7.1 Voluntary Transfers of Membership Interests . The membership interest of the Member may be voluntarily transferred at any time; provided, however, that in the event that a new member shall be admitted to the Company, the admission or replacement of another new member or the assignment of a member’s interest in the Company shall only be permitted pursuant to a written agreement between all of the members of the Company and the new member.

ARTICLE VIII

DISSOLUTION OF THE COMPANY

Section 8.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:

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(a) If the Member ceases to be a Member of the Company and the business of the Company is not continued as provided in

Section 6.2;

(b) The sale of substantially all of the Company’s assets;

(c) The written statement of the sole Member to dissolve the Company;

(d) Entry of a decree of judicial dissolution under the Act.

Upon the dissolution of the Company, the Member (or the successor of the Member with respect to the Member’s membership interest) shall proceed, within one hundred eighty (180) days after notice of the event causing dissolution, with the winding up of the Company, and its assets shall be applied and distributed as provided in the Act; provided, however, that nothing in this Agreement shall be deemed to require the

Company or any Member to pay any non-recourse debts or obligations of the Company.

Section 8.2 Final Accounting . The Member shall be furnished with a statement prepared by the Company’s accountants, which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon the compliance by the Member with the foregoing distribution plan, the Member shall cease to be a Member and the Member shall execute and cause to be filed a Certificate of Dissolution of the

Company in compliance with the Act and any and all other documents necessary with respect to termination and cancellation.

Section 8.3 Reserve . Notwithstanding the provisions of this Article, the Company may retain such amounts as it deems reasonably necessary as a reserve for any contingent liabilities or obligations of the Company. After such reasonable period of time as the Member shall determine, the balance of such reserve shall be distributed to the Member pursuant to this Article VIII.

ARTICLE IX

INVESTMENT REPRESENTATION

Section 9.1 Investment Purposes . The Member hereby represents and covenants that such Member is acquiring such Member’s membership interest solely for investment purposes and not with a view to the distribution or resale thereof.

ARTICLE X

INDEMNIFICATION

Section 10.1 Indemnification of Member and Officers . The Company hereby agrees to and shall indemnify and defend the Member,

Manager and the officers of the Company, and any employee or agent of the Company or anyone who was serving as such one at the request of the Company on behalf of some other entity (each, an “Indemnified Party”), and hold each of them harmless from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the indemnified party (including, without limitation, all costs and expenses of defense, appeal and settlement) to the fullest extent permitted by the Act. The obligations of the Company under this Section 10.1 shall be satisfied solely from the assets of the Company, and no member shall have any personal liability on account thereof.

5

Section 10.2 Insurance . The Company shall have power to purchase and maintain insurance on behalf of any person, firm or corporation that is or was a member or officer of the Company or otherwise affiliated with the Company against any liability asserted against and incurred by such Indemnified Party in such Indemnified Party’s capacity, or arising out of the Indemnified Party’s status as such, whether or not the

Company would have the power to indemnify the Indemnified Party against such liability under the pro visions of this Article X.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Company Covenants .

(a) The Company shall maintain its existence as a limited liability company in the State of Delaware and in all other states or jurisdictions where it is required to be qualified to conduct its business.

(b) The Company shall comply with all obligations under its Certificate of Formation, duly adopted by-laws (if any), this Agreement and the Act.

Section 11.2 No Member Liability . No Member shall be liable for the debts, liabilities, contracts or any other obligations of the

Company.

Section 11.3 Governing Law . The Company and this Agreement shall be governed by and construed in accordance with the laws of the

State of Delaware, notwithstanding the application of any principles of conflicts of law.

Section 11.4 Entire Agreement . This Agreement, together with the Certificate of Formation and any duly adopted by-laws of the

Company, as any of the foregoing may be duly amended in writing from time to time, contain the entire agreement or declaration of the Member

(s) with respect to the operation of the Company .

Section 11.5 Severability . This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this

Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 11.6 Headings and Captions; Variation in Pronouns . The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any of the terms and provisions of this Agreement. Except as specifically provided otherwise, all of the terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any section or clause herein may require, the same as if such words had been fully and properly written in such number and gender.

6

Section 11.7 Amendment . This Agreement may be amended by the Member at any time and from time to time. Any such amendment shall be in writing.

IN WITNESS WHEREOF, the sole Member has hereunto set its hand as of the date set forth above.

MEMBER:

Eaton Aeroquip Inc.

Sole Member

By: /s/ Earl R. Franklin

Earl R. Franklin,

Vice President and Secretary

7

Exhibit 3.18

ARTICLES OF INCORPORATION

OF


The undersigned, James N. Doan, desiring to form a corporation for profit under the general corporation laws of Ohio, does hereby certify that:

I. The name of the Corporation shall be Eaton Leasing Corporation.

II. The principal office of the Corporation in the State of Ohio is to be located at Cleveland in Cuyahoga County.

III. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

IV. The number of shares which the Corporation is authorized to have outstanding is 100 shares, without par value.

V. The amount of stated capital with which the Corporation will begin business is $500.

VI. No holders of any class of shares of the Corporation shall have any pre-emptive right to purchase or have offered to them for purchase any shares or other securities of the Corporation.

VII. The Corporation may from time to time, pursuant to authorization by the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of the Corporation of any class or classes in such manner, upon such terms and in such amounts as the Board of Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question.

VIII. Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise two-thirds, or any other proportion, of the voting power of the Corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by statute or by these Articles, may be taken by the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes.

IX. Any and every statute of the State of Ohio hereafter enacted, whereby the rights, powers or privileges of corporations or of the shareholders of corporations organized under the laws of the State of Ohio are increased or diminished or in any way affected, or whereby effect is given to the action taken by any number, less than all, of the shareholders of any such corporation, shall apply to the Corporation and shall be binding not only upon the Corporation but upon every shareholder of the Corporation to the same extent as if such statute had been in force at the date of filing these Articles of Incorporation of the Corporation in the office of the Secretary of State of Ohio.

Executed this 1st day of OCTOBER, 1981.

– 2 –

/s/ James N. Doan

James N. Doan, Incorporator

Exhibit 3.19

REGULATIONS

OF


ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1. Annual Meeting

The annual meeting of shareholders shall be held at 10:30 o’clock A.M., or at such other hour as may be designated in the notice of said meeting, on the fourth Wednesday in April in each year, if not a legal holiday, and if a legal holiday, then on the next day not a legal holiday, for the election of Directors and the consideration of reports to be laid before such meeting. Upon due notice, there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting, in which case and for which purpose the annual meeting shall also be considered as, and shall be, a special meeting. When the annual meeting is not held or Directors are not elected thereat, they may be elected at a special meeting called for that purpose.

Section 2. Special Meetings

Special meetings of shareholders may be called by the Chairman of the Board or the President or a Vice President, or by the

Directors by action at a meeting, or by a majority of the Directors acting without a meeting, or by the person or persons who hold not less than two-thirds of all shares outstanding and entitled to be voted on any proposal to be submitted at said meeting.

Upon request in writing delivered either in person or by registered mail to the President or Secretary by any person or persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given, to the shareholders entitled thereto, notice of a meeting to be held not less than seven nor more than sixty days after the receipt of such request, as such officer shall fix. If such notice is not given within twenty days after the delivery or mailing of such request, the person or persons calling the meeting may fix the time of the meeting and give, or cause to be given, notice in the manner hereinafter provided.

Section 3. Place of Meetings

Any meeting of shareholders may be held either at the principal office of the Corporation or at such other place within or without the

State of Ohio as may be designated in the notice of said meeting.

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Section 4. Notice of Meetings

Not more than sixty days nor less than seven days before the date fixed for a meeting of shareholders, whether annual or special, written notice of the time, place and purposes of such meeting shall be given by or at the direction of the President, a Vice President, the

Secretary or an Assistant Secretary. Such notice shall be given either by personal delivery or by mail to each shareholder of record entitled to notice of such meeting. If such notice is mailed, it shall be addressed to the shareholders at their respective addresses as they appear on the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 5. Shareholders Entitled to Notice and to Vote

If a record date shall not be fixed pursuant to statutory authority, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

Section 6. Inspectors of Election - List of Shareholders

Inspectors of Election may be appointed to act at any meeting of shareholders in accordance with statute.

At any meeting of shareholders, an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date who are entitled to vote, showing their respective addresses and the number and classes of shares held by each, shall be produced on the request of any shareholder.

Section 7. Quorum

To constitute a quorum at any meeting of shareholders, there shall be present in person or by proxy shareholders of record entitled to exercise not less than a majority of the voting power of the Corporation in respect of any one of the purposes for which the meeting is called.

The holders of a majority of the voting power represented in person or by proxy at a meeting of shareholders, whether or not a quorum be present, may adjourn the meeting from time to time.

Section 8. Voting

In all cases, except where otherwise by statute or the Articles or the Regulations provided, a majority of the votes cast shall control.

Cumulative voting in the election of Directors shall be permitted as provided by statute.

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Section 9. Reports to Shareholders

At the annual meeting, or the meeting held in lieu thereof, the officers of the Corporation shall lay before the shareholders a financial statement as required by statute.

Section 10. Action Without a Meeting

Any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the shareholders who would be entitled to notice of a meeting for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE II

DIRECTORS

Section 1. Election, Number and Term of Office

The Directors shall be elected at the annual meeting of shareholders, or if not so elected, at a special meeting of shareholders called for that purpose, and each Director shall hold office until the date fixed by these Regulations for the next succeeding annual meeting of shareholders and until his successor is elected, or until his earlier resignation, removal from office, or death. At any meeting of shareholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election.

The number of Directors, which shall not be less than three (unless all of the shares of the Corporation are owned of record by one or two shareholders in which case the number of Directors may be less than three but not less than the number of shareholders), may be fixed or changed at a meeting of the shareholders called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on such proposal. In case the shareholders at any meeting for the election of Directors shall fail to fix the number of Directors to be elected, the number elected shall be deemed to be the number of Directors so fixed.

Section 2. Meetings

Regular meetings of the Directors shall be held immediately after the annual meeting of shareholders and at such other times and places as may be fixed by the Directors, and such meetings may be held without further notice.

Special meetings of the Directors may be called by the Chairman of the Board or by the President or by a Vice President or by the

Secretary of the Corporation, or by not less than one-third of the Directors. Notice of the time and place of a special meeting shall be served upon or telephoned to each Director at least twenty-four hours, or mailed, telegraphed or cabled to each Director at least forty-eight hours, prior to the time of the meeting.

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Section 3. Quorum

A majority of the number of Directors then in office shall be necessary to constitute a quorum for the transaction of business, but if at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall attend.

Section 4. Action Without a Meeting

Any action which may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 5. Committees

The Directors may from time to time create a committee or committees of Directors to act in the intervals between meetings of the

Directors and may delegate to such committee or committees any of the authority of the Directors other than that of filling vacancies among the

Directors or in any committee of the Directors. No committee shall consist of less than three Directors. The Directors may appoint one or more

Directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of such committee.

In particular, the Directors may create and define the powers and duties of an Executive Committee. Except as above provided and except to the extent that its powers are limited by the Directors, the Executive Committee during the intervals between meetings of the Directors shall possess and may exercise, subject to the control and direction of the Directors, all of the powers of the Directors in the management and control of the business of the Corporation, regardless of whether such powers are specifically conferred by these Regulations. All action taken by the Executive Committee shall be reported to the Directors at their first meeting thereafter.

Unless otherwise ordered by the Directors, a majority of the members of any committee appointed by the Directors pursuant to this section shall constitute a quorum at any meeting thereof, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing or writings signed by all of its members. Any such committee shall prescribe its own rules for calling and ing meetings and its method of procedure, subject to any rules prescribed by the Directors, and shall keep a written record of all action taken by it.

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ARTICLE III

OFFICERS

Section 1. Officers

The Corporation may have a Chairman of the Board (who shall be a Director) and shall have a President, a Secretary and a Treasurer.

The Corporation may also have one or more Vice Presidents and such other officers and assistant officers as the Directors may deem necessary.

All of the officers and assistant officers shall be elected by the Directors.

Section 2. Authority and Duties of Officers

The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE IV

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification

The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, employee or agent of another corporation, domestic or foreign, non profit or for profit, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director, officer or employee) of this Corporation to an extent that the Directors may, in their discretion, so determine. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the articles of incorporation or any agreement, vote of shareholders or of disinterested Directors or otherwise, both as to action in official capacities and as to action in another capacity while he is a Director, officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a

Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2. Insurance

The Corporation may, to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article IV against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

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ARTICLE V

MISCELLANEOUS

Section 1. Transfer and Registration of Certificates

The Directors shall have authority to make such rules and regulations as they deem expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and may appoint transfer agents and registrars thereof.

Section 2. Substituted Certificates

Any person claiming a certificate for shares to have been lost, stolen or destroyed shall make an affidavit or affirmation of that fact, shall give the Corporation and its registrar or registrars and its transfer agent or agents a bond of indemnity satisfactory to the Directors or to the

Executive Committee or to the President or a Vice President and the Secretary or the Treasurer, and, if required by the Directors or the Executive

Committee or such officers, shall advertise the same in such manner as may be required, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

Section 3. Voting Upon Shares Held by the Corporation

Unless otherwise ordered by the Directors, any officer or assistant officer of the Corporation in person or by proxy or proxies appointed by him shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares issued by other corporations which the Corporation may own.

Section 4. Articles to Govern

In case any provision of these Regulations shall be inconsistent with the Articles, the Articles shall govern.

Section 5. Amendments

These Regulations may be amended by the affirmative vote or the written consent of the shareholders of record entitled to exercise a majority of the voting power on such proposal, provided, however, that if an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption thereof.

Exhibit 3.20

CERTIFICATE OF INCORPORATION

OF


1. Name . The name of the Corporation is Wright Line Holding, Inc.

2. Registered Office and Agent . The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New

Castle County, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

3. Purpose . The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. Authorized Stock . The total number of shares of stock which the Corporation shall have authority to issue is Three Thousand

(3,000) shares of Common Stock and the par value of each of such shares is one cent ($.01).

NAME

5. Incorporator . The name and mailing address of the incorporator is as follows:

Thomas J. Phillips

MAILING ADDRESS

411 East Wisconsin Avenue

Suite 2040

Milwaukee WI 53202-4497

6. Period of Existence . The Corporation shall have perpetual existence.

7. Number of Directors . The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws.

8. Elimination of Certain Liability of Directors . No director of the Corporation shall be held personally liable to the Corporation or its stockholders for monetary damages of any kind for breach of fiduciary duty as a director, except for liability(i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

9. Meetings and Corporate Records . Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

10. Amendments to Certificate . The corporation reserves the right to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation.

11. Amendments to Bylaws . In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

I, THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have

/s/ Thomas J. Phillips

Thomas J. Phillips

Sole Incorporator

BYLAWS

OF


ADOPTED

FEBRUARY 17, 2004

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Exhibit 3.21

ARTICLE I. OFFICES

1.01. Registered Office . The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

1.02. Principal Business Office . The corporation may also have offices. at such other places both within and without the Stale of Delaware as the Board of Directors may, from time to time determine or the business of the corporation may require.

ARTICLE II. STOCKHOLDERS

2.01. Place of Meeting . All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in duly executed waiver of notice thereof.

2.02. Annual Meeting . Annual meetings of stockholders shall be held on the fourth Tuesday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the

Board of Directors. At such annual meeting, the stockholders shall elect by a plurality vote, by written ballot, a Board of Directors and shall transact such other business as may properly be brought before the meeting.

2.03. Notice of Meeting . Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

2.04. Closing of Transfer Books or Fixing Record Date . The officer who has o charge of the stock ledger of the corporation shall prepare and make, at least tea days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting. during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting dining the whole time thereof, and may be inspected by any stockholder who is present.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a. record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2.05. Special Meeting . Special meetings of the stockholder, for any purpose or purposes, unless otherwise prescribed by statute or by the

Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

2.06. Notice of Meeting . Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the Meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. The business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

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2.07. Quorum . Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented al any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a, quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.08. Voting of Shares . When a quorum is present at any meeting, the vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the Certificate of Incorporation.

2.09. Action By Written Consent . Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or .special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a- meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III. DIRECTORS

3.01. General Powers and Number . The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all, such lawful acts and things as are not by statute or by the Certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders or by others.

The number of directors which shall constitute the whole Board shall be three (3). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.02 of this Article, and each director elected shall hold office until his or her successor is elected and qualified or until his or her prior death, resignation or removal. The number of directors may be increased or decreased from time to time by amendment to this Section, adopted by the stockholders or Board of Directors, but no decrease shall have the effect of shortening the term of an incumbent director. Directors need not be stockholders,

3.02. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. if, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

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3.03. Annual Meeting . The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected ‘Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of

Directors, or as shall be specified in a written waiver signed by all of the directors.

3.04. Regular Meetings . Regular meetings of the Board of Directors may be held within or without the State of Delaware without notice, at such time and at such place as shall from time to time be determined by the Board.

3.05. Special Meetings . Special meetings of the Board may be held within or without the State of Delaware. and may be called by the

President on forty-eight hours notice to each director, either personally or by mail or by telegram; special meetings shall be called by the

President or Secretary in like manner and on like notice on the written request of two directors.

3.06. Quorum . At all meetings a majority of the number of directors as provided in Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically’ provided by statute or by the Certificate of

Incorporation. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.07. Action By Unanimous Written Consent . Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken Without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board or committee.

3.08. Participation By Conference Telephone . Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.09. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or

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exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution oldie corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall kelp regular minutes of its meetings and report the same to the Board of directors when required.

3.10. Compensation . Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of

Directors and May be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor, Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11. Removal of Directors . Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of

Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV. NOTICES

4.01. Notice . Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation; with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

4.02. Waiver of Notice . Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of

Incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V. OFFICERS.

5.01. Number . The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Vice President, a

Secretary and a Treasurer. The Board of Directors may also choose additional Vice Presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these bylaws otherwise provide.

5.02. Election and Term of Office . The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a

President, one or more Vice Presidents, a Secretary and a Treasurer. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of-Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

5.03. The President . The President shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the Board of Directors, shall have general and, active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall direct the affairs and policies of the corporation, subject to any direction which may be given by the Board of Directors. The President shall have authority to designate the duties and powers of the officers and delegate_ special powers and duties to specified officers, so long as such designations shall not be inconsistent with applicable laws, these bylaws, or action of the Board of Directors. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer Or agent of the corporation.

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5.04. The Vice Presidents . In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

5.05. The Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose. The Secretary shall perform like duties for the standing ‘committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. The Secretary shall have custody of the corporate seal of the corporation (if one is adopted by the Board of Directors) and the Secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it. When so affixed, the corporate seal may be attested by the Secretary’s signature or by the signature of such assistant secretary. The Board of

Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

5.06. The Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall-deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under his or her control belonging to the corporation.

5.07. Assistant Secretaries and Assistant Treasurers . There shall be such number of assistant secretaries and. assistant treasurers as the

Board of Directors may appoint as it shalt deem necessary. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of

Directors, and shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The assistant secretary or assistant treasurer, in general, shall, in the absence of the Secretary or Treasurer, as appropriate, or in the event of their inability or refusal to act, perform the duties and exercise the powers of the Secretary or Treasurer, as appropriate, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

5.08. Other Assistants and Acting Officers . The Board of Directors may, from time to time appoint such other officers and agents as it shall deem necessary who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

5.09. Salaries . The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

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ARTICLE VI.

CERTIFICATE FOR SHARES OF STOCK

AND THEIR TRANSFER

6.01. Certificate for Shares . The shares of the corporation may be represented by a certificate or may be uncertificated, Certificates shall be signed by, or in the name of the corporation by, the chairman or vice chairman of the Board of Directors, if any, or the President or a Vice

President and the Treasurer or an assistant treasurer, or the Secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.

Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, shall be set forth the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the’ powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification’s, limitations or restrictions of such preferences and/or rights;

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to, Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences, and/or rights.

6.02. Facsimile Signatures . Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if that person were such officer, transfer agent or registrar at the date of issue.

6.03. Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, staled or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the .Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shalt require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.04. Transfers of Shares . Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

6.05. Registered Stockholders . The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of

Delaware.

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ARTICLE VII.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

7.01. Indemnification . The corporation shall indemnify to the full extent permitted by, and in the manner permissible under, the laws of the State of Delaware’ any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that the person, his or her testator or intestate, is or was a director or officer of the corporation or any predecessor of the corporation, or served any other enterprise as a director or officer at the request of the corporation or any predecessor of the corporation.

7.02. General . The foregoing provisions of this Article VII shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article VII.

The Board of Directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that the person, his or her testator or intestate, is or was an employee of the corporation.

ARTICLE VIII. GENERAL PROVISIONS

8.01. Dividends . Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends May be paid in cash, in property, or in. shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

8.02. Annual Statement . The Board of Directors shall present at each annual meeting, and at any special meeting of the

-stockholders when called for by -vote of the stockholders, a full and clear statement of the business and condition of the corporation.

8.03. Checks . All checks or demands for money and notes of the, corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

8.04. Fiscal Year . The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

8.05. Seal . If authorized by the Board of Directors, the corporation may have a seal which shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX. AMENDMENTS

These bylaws may be altered, amended or repealed or. new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the

Board of Directors or at any special

8

meeting of the stockholders or of the Board of Directors notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the Certificate of

Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

Any action taken or authorized by the stockholders or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by a vote that would be sufficient to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the .specific action so taken or authorized.

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Exhibit 3.22


OF

APW WRIGHT LINE LLC

1. The name of the limited liability company is APW Wright Line LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle

County, Delaware, 19801. The name of the registered agent at such address is The Corporation Trust Company.

/s/ Walter J. Skipper

Walter J. Skipper, Organizer

1

CERTIFICATE OF AMENDMENT

TO


OF


APW Wright Line LLC (hereinafter called the “Company”), a limited liability company organized and existing under and by virtue of the

Limited Liability Company Act of the State of Delaware, does hereby certify:

1. The name of the Company is APW Wright Line LLC.

2. Paragraph I of the Certificate of Formation of the Company is hereby amended to read in its entirety as follows:

1. The name of the limited liability company is:

Wright Line LLC

Executed on July 30, 2002.

/s/ Todd A. Adams

Todd A. Adams, President


OF

APW WRIGHT LIKE LLC

Dated as of

May 23, 2000

Exhibit 3.23

ARTICLE I

DEFINITIONS

Act

Agreement

Board or Board of Directors

Cash from Operations

Code

Company

Director

Member

Person

Reserves

ARTICLE II

FORMATION; NAME; PURPOSES

2.1 Formation

2.3 Name

2.4 Purpose

2.5 Powers

2.6 Registered Agent and Registered Office

2.7 Principal Place of Business

2.8 Term

ARTICLE III

CAPITAL CONTRIBUTIONS AND LOANS

3.1 Initial Capital Contributions

3.2 Additional Capital Contributions

3.3 Interest Earned on Company Capital

3.4 Member Loans

ARTICLE IV

DISTRIBUTIONS

4.1 Distributions

4.2 Limitations Upon Distributions

ARTICLE V

TABLE OF CONTENTS i

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2

3

3

3

3

3

3

3

3

2

2

2

2

2

2

2

2

2

2

Page

1

1

1

1

1

1

1

1

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1

2

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MANAGEMENT

5.1 Management

5.2 Limitation of Authority of Board of Directors

5.3 Duties of the Directors

5.4 Board Directors

(a) Appointment of Directors

(b) Removal; Resignation

(c) Meetings

(d) Quorum; Voting

(e) Action by Board of Directors Without a Meeting

(f) Meeting by Telephone or Other Communication Technology

5.5 Officers

(a) Appointment of Officers

(b) Removal; Resignation

(c) Vacancies

(d) President

(e) Vice Presidents

(f) Secretary

(g) Treasurer

(h) Additional Officers

5.6 Liability and Indemnification

5.7 Fiscal Year; Method of Accounting; Elections

ARTICLE VI

LIABILITY OF MEMBER

6.1 Limitation of Liability

ARTICLE VII

DISSOLUTION AND TERMINATION

7.1 Events Causing Dissolution

7.2 Procedure for Winding Up and Dissolution

7.3 Filing of Certificate of Cancelation

ARTICLE VIII

GENERAL PROVISIONS

8.1 Notifications

8.2 Assurances

8.3 Complete Agreement

8.4 Applicable Law; Jurisdiction and Forum

8.5 Section Titles

8.6 Binding Provisions

8.7 Construction ii

7

7

7

7

8

8

8

8

8

8

8

8

8

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5

5

5

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8.8 Separability of Provisions

8.9 Counterparts iii

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9

LIMITED LIABILITY COMPANY AGREEMENT OF


Massachusetts corporation, and APW Wright Line LLC, a Delaware limited liability company.

R E C I T A L S :

A. Wright Line Inc. has formed a limited liability company pursuant to Del. Code Ann. tit. 6, Sections 18- 101 to 18-1109; and

B. The parties are entering into this Agreement to set forth the provisions for the governance and operation of such limited liability company.

NOW, THEREFORE, inconsideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,. intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:

Act . Del. Code Ann. tit. 6, Sections 18-1 01 to 18-1109, as amended from time to time.

Agreement . This Limited Liability Company Agreement, as amended from time to time in accordance with its terms.

Board or Board of Directors . The board appointed by the Member pursuant to Sections 5.1 and 5.4(a) of this Agreement.

Cash from Operations . All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.

Code . The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.

Company . The Delaware limited liability company organized pursuant to this Agreement and the Act.

Director . A member of the Board of Directors of the Company.

Member . Wright Line Inc., a Massachusetts corporation.

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Person . An individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

Reserves . Reserves means amounts set aside by the Company as determined by the Board of Directors to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.

ARTICLE II

FORMATION; NAME; PURPOSES

2.1 Formation . The Member has formed a Delaware limited liability company pursuant to the Act by filing a Certificate of Formation of the Company with the Department of State of the State of Delaware.

2.2 Name . The name of the Company shall be “APW Wright Line LLC.”

2.3 Purpose . The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.

2.4 Powers . The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.

2.5 Registered Agent and Registered Office . The initial registered agent of the Company in Delaware is The Corporation Trust Company and the street address of its registered office is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.

2.6 Principal Place of Business . The Company’s principal place of business shall be located at 160 Gold Star Boulevard, Worcester. MA

01606. The Company’s principal place of business may be changed .from time to time by the Member or the Board of Directors.

2.7 Term . The term of the Company shall commence on the effective date of the filing of the Company’s Certificate of Formation with the

Department of State of the State of Delaware, and shall be perpetual.

ARTICLE III

CAPITAL CONTRIBUTIONS AND LOANS

3.1 Initial Capital Contributions . The Member has this day contributed all of its operating assets to the capital of the Company pursuant to a Bill of Transfer, a copy of which is attached hereto as Exhibit A. In exchange therefor, the Member has received the sole membership interest in the Company.

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3.2. Additional Capital Contributions . The Member shall have the right but not the obligation to make additional capital contributions to the Company.

3.3 Interest Earned on Company Capital . Interest earned on Company funds shall inure to the benefit of the Company and the Member shall not be entitled to receive interest on its capital contributions.

3.4. Member Loans . The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it and the Board of Directors of the Company deem appropriate.

ARTICLE IV

DISTRIBUTIONS

4.1 Distributions . Except for distributions upon liquidation of the Company (which are governed by Section 7.2), Cash from Operations for each fiscal year o:fthe Company, less Reserves, shall be distributed to the Member at such times as the Board of Directors shall determine.

4.2 Limitations Upon Distributions . No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company.

ARTICLE V

MANAGEMENT

5.1 Management . The Member shall appoint a Board of Directors to manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. Except as provided in Section 5.2, the Board of Directors shall, to fullest extent permitted by the

Act, have full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and· all acts and to engage in any and all activities necessary, customary or incident to the management of the Company’s business, affairs and properties.

5.2 Limitation of Authority of Board of Directors . Notwithstanding Section 5.1 hereof, the Board of Directors shall not have the authority to do any of the following without the consent of the Member:

(a) engage in any act in contravention of this Agreement or the Act;

(b) confess a judgment against the Company in connection with any threatened or pending legal action;

(c) possess any Company asset or assign the rights of the Company in any Company property for other than a Company purpose;

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(d) amend this Agreement; or

(e) dissolve the Company except in accordance with Section 7.1.

5.3 Duties of the Directors . The Directors shall use reasonable efforts and devote such time as they, in their reasonable judgment, deem necessary to carry out the business and activities of the Company, and shall promptly take all action that the Member; in its reasonable judgment deems necessary or appropriate for the organization and continuance of the Company and the protection of the Company’s assets.

5.4 Board of Directors .

(a) Appointment of Director . The Member shall initially appoint three (3) individuals to serve as Directors, and all Directors shall serve at the pleasure of the Member. The Member may increase the member of Directors serving on the Board from time to time, in its sole discretion. All appointments made by the Member to the Board shall be reflected by a written resolution filed as part of the Company’s records.

(b) Removal; Resignation . A Director may be removed, with or without cause, at any time, by the Member. A Director may resign at any time by giving written notice to the Company. Any resignation shall take effect at the time of the receipt of such notice or at any later time specified in such notice. Unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

(c) Meetings . Meetings of the Board of Directors, for any purpose, may be called by any two or more Directors or by the President appointed by the Board pursuant to Section 5.5 hereof. The individual or individuals calling the meeting may designate any place either within or outside of the State of Delaware as the place of the meeting before any meeting of the Board of Directors. If no designation is. made, the place of meeting shall be the Company’s principal place of business. Written notice stating the place; day and hour of the meeting, and the general purpose or purposes for which the meeting is called, shall be delivered not less than three (3) nor more than thirty (30) days before the date of the meeting; provided, however, that if all of. the Directors shall meet at any time and place, either within or outside of the State of Delaware, and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice, .and at such meeting any lawful action may be taken.

(d) Quorum; Voting . A majority of the Directors, by number, shall constitute a quorum at any meeting of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the Directors present may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. If a quorum is present, a vote of the majority of the Directors present shall be the act of the Board of Directors.

(e) Action by Board of Directors Without a Meeting . Any action required or permitted to be taken at a meeting of the Board of

Directors may be taken without a meeting if the action is evidenced by one or more written consents· describing the action taken, signed by all of the Directors, and such written consents shall be delivered for inclusion in the minutes or for filing with the Company records. Consents may be executed in counterparts.

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(f) Meeting by Telephone or Other Communication Technology . Any or all Directors may participate in a meeting ·by, or conduct the meeting through the use of, telephone or other means of communication by which either: (i) all participating Directors may simultaneously hear each other during the. meeting, or (ii) all communication during the meeting is immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors. If a meeting of the Board of Directors will be conducted through the use of any means described herein, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. A Director participating in a meeting by any means described herein is deemed to be present in person at the meeting.

5.5 Officers .

(a) Appointment of Officers . The Board of Directors shall appoint officers of the Company who shall serve at the pleasure of the

Board. The officers of the Company may include a President, Vice President, Secretary and Treasurer. At the discretion of the Board, the

Company may also have other officers appointed in accordance with the provisions of this Section 5.5. Any number of offices may be held by the same person

(b) Removal; Resignation . Any· officer may be removed, with or without cause, by the Board or by such other officer, if any, upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the time of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified to such notice, the acceptance of the resignation shall not be necessary to make it effective.

(c) Vacancies . Any vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled by the

Board. The President may make temporary appointments to a vacant office (other than the President’s office) pending action by the Board.

(d) President . The President shall be the principal executive officer and, subject to the control and direction of the Board, shall in general supervise and control all of the day-to-day business and affairs of the Company. He or she shall preside at all meetings of the Members.

The President shall have authority, subject to such rules as may be prescribed by the Board, to appoint such agents and employees of the

Company as he or she shall deem necessary, to prescribe their powers, duties and compensation. and to delegate .authority to them. Such agents and employees shall hold office at the discretion of the President and the Board. The President shall have authority to sign, execute and acknowledge, on behalf of the Company, all deeds, mortgages, bonds, contracts, leases and all other agreements, documents and instruments necessary or proper to be executed in the course of the Company’s regular business, or which shall be authorized by the Board.

(e) Vice Presidents . In the absence of the President, or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, a Vice President (or in the event there be more than one Vice

President, the Vice Presidents in the order designated by the Board, or in the

5

absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates representing interests in the Company, if the issuance thereof shall have been authorized by the Board; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or the Board. The execution of any agreement, document or instrument of the Company by any Vice President shall be conclusive evidence, as to third parties, of the Vice

President’s authority to act in the stead of the President.

(f) Secretary . The Secretary shall: (i) keep (or cause to be kept) regular minutes of all meetings of the Board and all resolutions adopted by action of the Member or the Board in one or more books provided for that purpose; (ii) use his or her best efforts to ensure that all notices are duly given in accordance with the provisions of this Agreement or as required by law, (iii) be custodian of the records of the

Company; (iv) sign with the President, or a Vice President, certificates representing interests in the Company, if the issuance thereof shall have been authorized by the Board; and (v) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Board.

(g) Treasurer . The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company;

(ii) receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Company; and (iii) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board.

(h) Additional Officers . The Board may appoint such additional officers as, in its discretion, it may consider appropriate, each of whom shall hold office for such period and have such authority and perform such duties as are provided for in this Agreement or as the Board may from time to time determine.

5.6 Liability and Indemnification .

(a) Neither the Member (nor any officer or director thereof), nor any Director or officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by this Agreement, except for fraud, negligence intentional misconduct, or an intentional breach of this Agreement or any employment agreement.

(b) The Member (and its officers and directors), and each Director and officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts·paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided at such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement.

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Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action. relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this

Section 5.6(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.

5.7 Fiscal Year: Method of Accounting: Elections . The Company’s fiscal year for both tax and financial reporting purposes shall end on the last day of August in. each year. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.

ARTICLE VI

LIABILITY OF MEMBER

6.1 Limitation of Liability . The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.

ARTICLE V

DISSOLUTION AND TERMINATION

7.1 Events Causing Dissolution . The Company shall only be dissolved upon the occurrence of any one of the following events:

(a) The affirmative determination of the Member to dissolve the Company;

(b) The happening of any event which makes it unlawful for the Company’s business to be conducted; or

(c) The entry of a decree of dissolution under Sections 18-801 (5), -802 of the Act.

7.2 Procedure for Winding Up and Dissolution . Upon the dissolution of the Company, the Board of Directors shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Board or any Person designated by the Board shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the

Company, and subject to the right of the Board to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied. first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of ill expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting

7

Reserves shall be paid in accordance with the provision of this Section 7.2 to the extent such funds remain after a reasonable passage of time as determined by the Board.

7.3 Filing of Certificate of Cancellation . If the Company is dissolved, the Member or its designee shall promptly cause a Certificate of

Cancellation to be executed and delivered for filing with the Delaware Department of State.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, a “notice”) required or permitted under this Agreement shall be in writing and either delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by recognized overnight delivery service. Each notice to the Member or to a Director shall be addressed by the Member or the Director as the case may be, at the Member’s or Director’s last known address on the records of the Company. A notice to the Company shall be addressed to the Company’s principal office. A notice delivered personally will be deemed given and receive only when acknowledged in writing by the person to whom it is delivered. A -notice sent by mail will be deemed given and received two (2) business days after it is mailed. A notice sent by recognized overnight delivery service will be deemed given and received when received or refused. Any party may designate, by notice to all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

8.2 Assurances . Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and· other acts as the Member or the Board reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.

8.3 Complete Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may-not be amended without the written consent of all of the parties hereto.

8.4 Applicable Law: Jurisdiction and Forum . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of

Delaware.

8.5 Section Titles . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this

Agreement or the intent of the provisions hereof.

8.6 Binding Provision . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and Legal representatives, successors, and permitted assigns.

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8.7 Construction . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.

8.8 Separability of Provisions . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

8.9 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

WRIGHT LINE INC.

By: /s/ Richard D. Carroll

Richard D. Carroll, Vice President

APW WRIGHT LINE LLC

By: WRIGHT LINE INC., its sole member


Richard D. Carroll, Vice President

9

AMENDMENT TO OPERATING AGREEMENT

OF

WRIGHT LINE LLC

THIS AMENDMENT TO OPERATING AGREEMENT is made as of the 2nd day of June, 2008, by and among Wright Line Holding,

Inc., a Delaware corporation (“ WL Inc. ”), and Wright Line LLC, a Delaware limited liability company (the “ Company ”).

RECITALS

WHEREAS, WL Inc. and the Company are parties to that certain Operating Agreement (the “ Operating Agreement ”) of the Company dated as of May 23, 2002, as amended on July 31, 2002, August 31, 2002, and February 17, 2004; and

WHEREAS, WL Inc. is currently the sole Member of the Company; and

WHEREAS, the parties wish to amend the Operating Agreement to allow for new members in the case that membership interests are assigned;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. To amend the Operating Agreement and to insert as Section 8.10 of the Operating Agreement the following in its entirety:

“8.10 Collateral Agreement . The Member, in connection with the Company’s execution of that certain Guarantee and Collateral

Agreement between the Company, the other parties thereto, the lenders party thereto, and Toronto Dominion (Texas) LLC, as administrative agent, dated June 2, 2008 (the “ Collateral Agreement ”), (a) consents to the exercise by the Agent (as defined in the

Collateral Agreement) of any of its rights under said Collateral Agreement and (b) agrees that no assignment of its ownership interest in the Company made pursuant to the Collateral Agreement shall effect a termination or dissolution of the Company.”

2. Except as set forth above, no other changes are made to the Operating Agreement of the Company and the Operating Agreement remains in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

WRIGHT LINE HOLDING P C.

By: /s/ Joseph White

Joseph White, Vice President

WRIGHT LINE LLC

By: /s/ Joseph White

Joseph White, Vice President


OF

WRIGHT LINE LLC

THIS AMENDMENT is made as of the 17th day of February, 2004, by and among APW North America Inc., a Delaware corporation (“APW

NA”), Wright Line Holding, Inc., a Delaware corporation (“WLH”), and Wright Line LLC, a Delaware limited liability company the

“Company”).

RECITALS

WHEREAS, the Company is governed pursuant to the terms of a certain Operating Agreement (the “Operating Agreement”) of the

Company dated as of May 23, 2002, as amended July 31, 2002 and August 31, 2002; and

WHEREAS, APW NA is currently the sole Member of the Company; and

WHEREAS, APW NA is transferring and assigning its sole membership interest in the Company to WLH; and

WHEREAS, the parties wish to amend the Operating Agreement to reflect the transfer of the membership interest of the Company to

WLH;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of the date hereof, the sole member of the Company is WLH.

2. All references in the Operating Agreement reading “APW North America Inc., a Delaware corporation”, are hereby amended to read

“Wright Line Holding, Inc., a Delaware Corporation”.


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

APW NORTH AMERICA INC.

By: /s/ David J. Gallitano

David J. Gallitano, President

WRIGHT LINE HOLDING INC.



WRIGHT LINE LLC




OF

WRIGHT LINE LLC company (“APW”), APW North America Inc., a Delaware corporation (“APW NA”), and Wright Line LLC, a Delaware limited liability company (the “Company”).

RECITALS

WHEREAS, APW Ltd. and the Company are parties to that certain Operating Agreement. (the “Operating Agreement”) of the Company dated as of May 23, 2002, as amended July 31, 2002; and

WHEREAS, APW is currently the sole member of the Company; and

WHEREAS, APW is transferring and assigning its sole membership interest in the Company to APW NA; and


APW NA;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of the date hereof, the sole member of the Company is APW NA.

2. All references in the Operating Agreement to read “AWP Ltd., a Bermuda exempted company” are hereby amended to “APW North

America Inc., a Delaware corporation.



APW LTD.

By: /s/ Richard G. Sim

Richard G. Sim, President

APW NORTH AMERICA, INC.



WRIGHT LINE LLC

By: /s/ Todd A. Adams



OF


THIS AMENDMENT is made as of the 31 ST day of July 2002, by and among APW Ltd., a Bermuda exempted company (“APW”), AWP

Ltd., a Bermuda exempted company (“Newco”), and APW Wright Line LLC, a Delaware limited liability company (the “Company”).

RECITALS

WHEREAS, Wright Line Inc. (“WLI”) and the Company are parties to that certain Operating Agreement (the “Operating Agreement”) of the Company dated as of May 23, 2002; and

WHEREAS, APW, as successor in interest to WLI, is currently the sole member of the Company; and

WHEREAS, APW is transferring and assigning its sole membership interest in the Company to AWP; and


AWP;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of the date hereof, the sole member of the Company is AWP.

2. All references in the Operating Agreement to “Wright Line Inc., a Massachusetts corporation” are hereby amended to read “AWP Ltd., a

Bermuda exempted company”.



APW Ltd.


Richard D. Carroll

Vice President and Chief Financial Officer and the attorney pursuant to a Power of Attorney granted by the Joint Provisional Liquidators of APW Ltd.

(acting as agents of APW Ltd. without personal liability) for and on behalf of APW Ltd.

APW LTD.



APW WRIGHT LINE LLC

By: /s/ Todd A. Adams


Number 471594

Certificate of Incorporation

on re-registration as a Private Unlimited Company

I hereby certify that

COOPER INDUSTRIES formerly registered as a Public Limited Company has this day been re-registered under the Companies

Acts 1963 to 2012 as a Private Unlimited Company.

Given under my hand at Dublin, this Wednesday, the 2nd day of January, 2013 for Registrar of Companies

Exhibit 3.24

COMPANIES ACTS, 1963 to 2012

AN UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM and

ARTICLES OF ASSOCIATION of

COOPER INDUSTRIES

Incorporated 4th day of June 2009

Exhibit 3.25

COMPANIES ACTS, 1963 to 2012

AN UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

Of

COOPER INDUSTRIES

1. The name of the Company is Cooper Industries.

2. The objects for which the Company is established are:

2.1. To carry on business of a diversified global company that provides products, services and solutions through the design, manufacture, sale and service of industrial, commercial and consumer products and to do all things usually dealt in by persons carrying on the above mentioned businesses or any of them or likely to be required in connection with any of such business.

2.2. To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

2.3. To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.4. To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

2.5. To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

2.6. To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

2.7. To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

2.8. To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

2.9. To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

2.10. To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

2.11. To adopt such means of making known the Company and its products and services as may seem expedient.

2.12. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit.

Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.13. To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

2.14. To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

2.15. To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

2.16. To amalgamate with any other company.

2.17. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

2.18. To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the

Company.

2.19. To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the

Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the

Company or of its members.

2.20. To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

2.21. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

2.22. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

2.23. To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

2.24. To procure the Company to be registered or recognised in any country or place.

2.25. To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

2.26. To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

2.27. To distribute any of the property of the Company in specie among the members.

2.28. To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

3. The share capital of the Company is €40,000 and US$7,600,000 divided into 40,000 ordinary shares of €1 each, 750,000,000 ordinary shares of US$0.01 each and 10,000,000 preferred shares of US$0.01 each.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers

For and on behalf of

Fand Limited

Arthur Cox Building

Earlsfort Terrace

Dublin 2


Attleborough Limited

Arthur Cox Building

Earlsfort Terrace

Dublin 2


Emma Hickey

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Chartered Secretary


Jaqueline McGowan-Smyth

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Chartered Secretary


James Heary

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Chartered Accountant


Richard Steen

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Solicitor

Number of shares taken by each Subscriber

Thirty-Nine Thousand, Nine Hundred and Ninety-Four Ordinary

Shares

One Ordinary Share

One Ordinary Share

One Ordinary Share

One Ordinary Share

One Ordinary Share


Dermot Marah

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Solicitor

Dated the 4th day of June 2009

One Ordinary Share

COMPANIES ACTS, 1963 to 2012

AN UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

of

COOPER INDUSTRIES

PRELIMINARY

1. The regulations in Part III of Table E in the First Schedule of the Act do not apply to the Company.

2. Table A : The regulations in Part II of Table A in the First Schedule to the Act (as amended by the Acts) will (with the exception of regulations 40 to 46 inclusive of Part I of that Table) apply to the company subject to the alterations herein contained and will, so far as not inconsistent with these presents, bind the company and the shareholders.

3. Regulations 8, 24, 40 to 46 (inclusive) 51, 54, 79, 84, 86 and 138 of Part I of Table A in the said Schedule (hereinafter referred to as “Table

A, Part I”) shall not apply to the Company but the remaining Regulations of Table A, Part II and the Articles hereinafter contained shall, subject to the modifications hereinafter expressed, constitute the regulations of the Company.

4 Number of Members: The number of members with which the company proposes to be registered is two but the directors may from time to time, subject to regulation 2 of Part II of Table A, register an increase of members.

5. Definitions: In these articles, unless the context otherwise requires:

“the 1983 Act” means the Companies (Amendment) Act, 1983;

“the 1990 Act” means the Companies Act, 1990;

“the Acts” means the Companies Acts, 1963 to 2012;

“the Auditors” means the auditors or auditor for the time being of the company;

“Ireland” means Ireland excluding Northern Ireland and all references in Table A to “the State” will be construed as meaning references to Ireland; and

“Table A” means Table A in the First Schedule to the Act.

6. Interpretation:

6.1. All references in Table A to the Companies Acts, 1963 to 2012 will be construed as references to the Acts.

6.2. Unless the contrary is clearly stated, reference to any section of any of the Acts is to such section as same may be amended, extended or re-enacted (whether before or after the date hereof) from time to time.

6.3. Reference to any legislation or document includes that legislation or document as amended or supplemented from time to time.

6.4. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.

6.5. Headings are inserted for convenience only and do not affect the construction of these articles.

SHARE CAPITAL

7. Capital Structure : The share capital of the Company is €40,000 and US$7,600,000 divided into 40,000 ordinary shares of €l each,

8. Alterations to Capital : The company may by Special Resolution:

8.1. increase its share capital by such sum to be divided into shares of such amount as the resolution may prescribe;

750,000,000 ordinary shares of US$0.01 each and 10,000,000 preferred shares of US$0.01 each.

8.2. consolidate its shares into shares of a larger amount than its existing shares;

8.3. sub-divide its shares into shares of a smaller amount than its existing shares;

8.4. cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; or

8.5. reduce its share capital in any way, whether by purchase, redemption or otherwise.

9. Redemption of Shares : Without prejudice to the generality of article 6.5, the company will be at liberty at any time to give notice in writing to any holder of any shares of its desire to redeem the same or any of them for a consideration equivalent in value to the par value of the shares or such greater value as may be agreed between the company and such holders. The company may at its option satisfy the consideration for such shares by a transfer in specie to the holder of such shares of property or assets of the company.

Upon the satisfaction of the consideration for such shares the holder’s name shall be removed from the register as holder of the shares specified in the notice.

10. Directors’ Authority to Allot Shares : The directors are generally and unconditionally authorised to exercise all powers of the company to allot relevant securities (as defined for the purposes of section 20 of the 1983 Act) up to an amount equal to the authorised but as yet unissued share capital of the company, and such authority will expire five years from the date of adoption of these Articles save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. Section 23(1) of the 1983 Act is hereby excluded in its application in relation to all allotments by the company of equity securities as defined for the purposes of that section.

11. Financial Assistance : The company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in the company’s holding company and regulation 10 of Part I of Table A will be modified accordingly.

GENERAL MEETINGS

12, General Meetings outside Ireland : Annual general meetings shall be held in Ireland unless in respect of any particular meeting either all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting. Extraordinary general meetings may be held in or outside Ireland.

Regulation 47 of Part I of Table A will not apply and regulation 50 will be construed as if the words “within the State” were deleted therefrom.

13. Auditors’ Requisition : An extraordinary general meeting shall be convened upon the requisition of the Auditors under the circumstances described in section 186 of the 1990 Act, as well as upon the requisition described in regulation 50 of Part I of Table A.

PROCEEDINGS AT GENERAL MEETINGS

14. Proxies : In regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” will be deleted and there shall be substituted therefor the words “before the commencement of” on both occasions.

15. Poll : A poll may be demanded at any general meeting by any member present in person or by proxy who is entitled to vote thereat and regulation 59 of Part I of Table A will be modified accordingly.

RESOLUTIONS IN WRITING BY MEMBERS

16. A resolution in writing made pursuant to regulation 6 of Part II of Table A may consist of one document or two or more documents to the same effect each signed by one or more members.

DIRECTORS

17. No Share Qualification : A director or alternate director will not be required to hold any shares in the company by way of qualification, and regulation 77 of Part I of Table A will not apply.

18. Directors’ Right to Attend Meetings : A director who is not a member of the company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of shares, and regulation 136 of Part I of Table A will be modified accordingly.

POWERS AND DUTIES OF DIRECTORS

19. Powers to Borrow and Grant Security : The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to section 20 of the 1983 Act, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party. Regulation 79 of Part I of Table A will not apply.

20. Interests in Contracts : The obligations of a director to disclose the nature of his interest in any contract or proposed contract with the company will apply equally to any shadow director who shall declare his interest in the manner prescribed by section 27(3) of the 1990

Act.

21. Directors’ Contracts : No contract will be entered into by the company for the employment of, or the provision of services by, a director or a director of a holding company of the company containing a term to which section 28 of the 1990 Act applies without obtaining the approval provided for in that section, and regulation 85 of Part I of Table A will be modified accordingly.

DISQUALIFICATION OF DIRECTORS

22. The office of director will be ipso facto vacated if the director:

22.1. becomes prohibited from being a director of the company by reason of any declaration or order made under section 150 or 160 of the

1990 Act; or

22.2. is removed from office by notice in writing served upon him signed by all his co-directors

22.3. as well as under the circumstances described in regulation 91 of Part I of Table A.

ROTATION AND RE-ELECTION

23. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

PROCEEDINGS OF DIRECTORS

24. Committees of Directors : The meetings and proceedings of any committee formed by the directors will be governed by the provisions of these articles regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors.

25. Alternate Directors : Any director may from time to time appoint any person to be his alternate. The appointee, while he holds office as an alternate, will be entitled to notice of meetings of the directors and to attend and vote thereat as a director, but will not be entitled to be remunerated otherwise than out of the fees of the director appointing him. Any appointment under this article shall be effected by notice in writing given by the appointer to the secretary. Any appointment so made may be revoked at any time by the appointer by notice in writing given by the appointer to the secretary, and an alternate’s appointment will ipso facto come to an end if for any reason the director appointing him ceases to be a director.

26. An alternate may exercise all the powers, rights, duties and authorities of the director appointing him (other than the right to appoint an alternate hereunder).

27. A person may act as an alternate for more than one director and while he is so acting will be entitled to a separate vote for each director he is representing and, if he is himself a director, his vote or votes as an alternate will be in addition to his own vote. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a director or is the alternate of more than one director he will only be counted once for such purpose.

28. Regulation 9 of Part II of Table A will not apply.

29 Resolutions of Directors and Committees at Electronic Meetings :

29.1. All or any of the directors, or of the members of a Committee, can take part in a meeting of the directors, or of a Committee as the case may be, by the use of conference telephone, video-conferencing or other telecommunications equipment designed to allow all persons participating to hear each other speak (an “Electronic Meeting”).

29.2. A person taking part in this way will be counted as being present at the meeting, and an Electronic Meeting will be considered to be a meeting of directors, or of a Committee as the case may be, for the purpose of passing resolutions but not for doing any other act or thing which, under specific requirements of the Acts, must be done at a meeting of directors.

29.3. The provisions of these regulations, in so far as they relate to the summoning of meetings of directors or of Committees, the appointment and powers of a chairman, the transaction of business, alternates, quorum, voting, adjournment and the keeping of minutes, will apply to an Electronic Meeting as if it were a meeting of directors, or of a Committee as the case may be, at which all those taking part were in the physical presence of each other.

30. Resolutions of Directors and Committees in Writing : A resolution in writing signed by each director (or his alternate) will be as valid as if it had been passed at a meeting of the directors duly convened and held. A resolution in writing signed by each member of a

Committee (or, in the case of a director, his alternate) will be as valid as if it had been passed at a meeting of that Committee duly convened and held. Such a resolution may consist of one document or two or more documents to the same effect each signed by one or more of the signatories.

EXECUTIVE DIRECTORS

31. The directors may from time to time appoint one or more of themselves to be managing director or any other category of executive director for such period and on such terms as to remuneration or otherwise as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Regulations 110 and 111 of Part I of Table A will not apply and regulation 112 will apply to all executive directors as it applies to a managing director.

THE SEAL

32. Any Authorised Person may affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated or executed under Seal. Subject to the Acts, any instrument to which a Seal is affixed shall be signed by one Authorised

Person. As used in this article 30, “Authorised Person” means (i) any director, alternate director, the secretary or any assistant secretary, and (ii) any other person authorised for such purpose by the board of directors of the Company from time to time (whether, in the case of this clause (ii), identified individually or collectively and whether identified by name, title, function or such other criteria as the board of directors of the Company may determine) and regulation 115 of Part I of Table A will be modified accordingly.

ACCOUNTS

33. The company will comply with the provisions of the Acts and all other relevant legislation with regard to accounts, and regulations 125 to

129 of Part I of Table A will be modified accordingly.

CAPITALISATION OF PROFITS

34. The reference in regulation 130 to section 64 of the Act will be construed as a reference to section 207 of the 1990 Act.

AUDITORS

35. The auditors will be appointed and removed and their rights and duties regulated in accordance with the Acts. The auditors will be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive, and to be heard on any part of the business which concerns them as auditors. Regulation 132 of Part I of Table A will not apply.

INDEMNITY

36. Subject to the acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court.

Regulation 138 of Part I of Table A will not apply.

Names, Addresses and Descriptions of Subscribers


Fand Limited

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Thirty-Nine Thousand, Nine Hundred and Ninety-Four Ordinary Shares


Attleborough Limited

Arthur Cox Building

Earlsfort Terrace

Dublin 2

One Ordinary Share


Emma Hickey

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Chartered Secretary


Jaqueline McGowan-Smyth

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Chartered Secretary


James Heary

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Chartered Accountant


Richard Steen

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Solicitor

One Ordinary Share

One Ordinary Share

One Ordinary Share

One Ordinary Share


Dermot Marah

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Solicitor

Dated the 4th day of June 2009

One Ordinary Share

Exhibit 3.26

C ERTIFICATE OF F ORMATION

OF

E ATON E LECTRIC H OLDINGS LLC

1. The name of the limited liability company is Eaton Electric Holdings LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of

Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective on December 21, 2012, at 12:00 a.m. Eastern Standard Time.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Eaton Electric Holdings LLC this 19th day of

December, 2012.

E ATON I NC .


Thomas E. Moran, Secretary

Exhibit 3.27

AMENDED & RESTATED


OF

EATON ELECTRIC HOLDINGS LLC

THE UNDERSIGNED is the sole Member of Eaton Electric Holdings LLC, a limited liability company formed under the laws of the State of Delaware. The undersigned hereby adopts this Amended & Restated Operating Agreement pursuant to the provisions of the Delaware Limited

Liability Company Act (the “Act”), Title 6, Chapter 18, et seq., as amended from time to time, effective as of May 7, 2013 (the “Effective

Date”) and does hereby certify and agree as follows:

I. NAME

The name of the Company is Eaton Electric Holdings LLC. The business of the Company may be conducted under such trade or fictitious names as the Member may determine.

II. FORMATION

The Company was created as a result of the conversion of BZ Holdings Inc., a Delaware corporation (“BZH”) on December 21, 2012, upon the filing of a Certificate of Conversion with the Delaware Secretary of State.

III. OFFICES; REGISTERED AGENT a. The principal office of the Company is located at 1209 Orange Street, Wilmington, Delaware. The Company may have other offices, inside or outside the state of Delaware as the Member may designate. b. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware. The registered agent of the Company for service of process at that address is The Corporation Trust Company.

IV. PURPOSE

The purpose of the Company is to engage in any lawful business that may be engaged in by a limited liability company organized under the

Delaware Limited Liability Company Act.

V. MEMBER; MEMBERSHIP INTERESTS

As of the Effective Date, the sole Member of the Company is Eaton US Holdings, Inc. The Company shall have one class of Membership

Interests. The name, mailing address and number of Membership Interests held by the sole Member are set forth on Exhibit A , attached hereto.

VI. CAPITAL CONTRIBUTIONS

The Company shall maintain records concerning the capital contributions made by the Member from time to tune,

2

VII. ALLOCATIONS AND DISTRIBUTIONS a. As long as the Company is disregarded for federal tax purposes, the profits and losses and cash flow of the Company shall be allocated and distributed to the Member for each fiscal year at such time and in such manner as the Member determines. b. The Company shall maintain, at its principal office, appropriate books and records, kept in accordance with accounting principles consistently applied.

VIII. MANAGEMENT OF THE COMPANY; OFFICERS a. The Company will be managed by the Member. b. Subject to the delegation of rights and powers provided for herein, the Member will have the sole right to manage the business of the

Company and will have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the

Company. c. The following persons were elected as officers of the Company to serve in the position set forth opposite their names and to hold office until their respective successors have been duly elected and qualified:

Richard H. Fearon

Billie K. Rawot

Trent M. Meyerhoefer

Mark M. McGuire

Lizbeth L. Wright

President and Chief Financial Officer


Vice President and Treasurer

Vice President and General Counsel

Assistant Secretary

The Member may appoint such additional officers as the Member may deem necessary or appropriate to assist with managing the business and affairs of the Company. Any two or more offices may be held simultaneously by the same person. d. The officers of the Company shall hold office until their successors are chosen and qualified, except in case of resignation, death or removal.

The Member may remove any officer at any time with or without cause. A vacancy in any office, however created, may be filled by the Member. e. Each of the officers shall have such powers and duties as pertain to that office and as may be prescribed by the Member, in addition to any specific powers and duties set forth in this Operating Agreement. f. The Vice Presidents, if any, in the order designated by the Member, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Member may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the Member may appoint a President pro tempore. g. The Secretary shall keep the minutes of all meetings of the Member. The Secretary shall keep such books as may be required by the Member, shall have charge of the seal, minute books and register of Members of the Company and shall give all notices of meetings of the Members and shall have such other powers and duties as the Member may prescribe. h. The Assistant Secretary, if any, shall perform the duties of the Secretary in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Member may prescribe.

3 i. The Treasurer shall receive and have in charge all money, bills, notes, bonds, shares in other corporations and similar property belonging to the

Company, and shall do with the same as may be ordered by the Member. The Treasurer shall formulate and administer credit and collection policies and procedures, and shall represent the Company in its relations with banks and other financial institutions, subject to instructions from the Member, and shall have such other powers and duties as the Member may prescribe. j. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Member may prescribe. k. The other officers, if any, shall have such powers and duties as the Member may prescribe. l. Anything in this Article VIII to the contrary notwithstanding, the Member may, from time to time, increase or reduce the powers and duties of the respective officers of the Company whether or not the same are set forth in this Operating Agreement and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them. m. The Member is authorized to determine or to provide the method of determining the compensation of officers. n. Any officer, if required by the Member, shall give bond for the faithful performance of his duties. Any surety on such bond shall be at the expense of the Company. o. The Member is authorized to determine or provide the method of determining how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed. p. The President, the Secretary or the Treasurer of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken. q. Any Member or officer may appoint, employ, or otherwise contract with other persons or entities for the transaction of business of the

Company or the performance of services for or on behalf of the Company as they may deem necessary or appropriate. r. Any Member, officer, or other person specifically authorized by the Member may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the secretary of state any document required or permitted to be filed under the Act.

IX. INDEMNIFICATION a. The Company shall indemnify any present or former officer of the Company, and may indemnify any present or former Member, employee or agent of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a Member, officer, employee or agent of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be

4 in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. b. To the extent that a present or former officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection herewith. c. Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former Member, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article. d. Expenses (including attorneys’ fees) incurred by a present Member, officer, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. e. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or insurance.

X. DURATION; DISSOLUTION a. The Company will continue in existence until dissolved pursuant to this Article or the Act. b. The Company will be dissolved and have its affairs wound up and terminated upon the determination of the Member to dissolve the company, or upon the occurrence of any other event causing a dissolution of the Company under Sec, 801 to 804 of the Act. c. Upon dissolution, the Company will cease carrying on its business and affairs and will commence the winding up of the Company’s business and affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company will be distributed first to creditors to the extent permitted by law in satisfaction of the Company’s debts, liabilities, and obligations, and second to

Members and former Members in satisfaction of liabilities for distributions and in accordance with their Percentage Interests.

XI. MISCELLANEOUS PROVISIONS a. This Operating Agreement embodies the entire agreement and understanding among the parties with respect to the subject matter within. This

Operating Agreement supersedes any and all other agreements, either oral or written, among the parties with respect to the subject matter within.

b. Every provision of this Operating Agreement is intended to be severable. The invalidity or illegality of any particular provision of this

Operating Agreement will not affect the other provisions, and this Operating Agreement will be construed in all respects as if such invalid or illegal provisions were omitted. c. This Operating Agreement may be amended or revoked at any time by the written consent of the Member. d. This Operating Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has duly executed this Amended & Operating Agreement as of the date first written above.

EATON US HOLDINGS, INC.

5

By: /s/ Laura A. Bigler

Laura A. Bigler

Vice President & Assistant Secretary

Exhibit 3.28

Registration No. 30539

CERTIFICATE OF INCORPORATION

ON CHANGE OF NAME

I HEREBY CERTIFY that in accordance with section 10 of the Companies Act 1981 Cooper Finance Ltd., by resolution and with the

August, 2002 .

[SEAL] Given under my hand and the Seal of the

REGISTRAR OF COMPANIES this 22 day of August, 2002 for Acting Registrar of Companies

FORM NO. 7a

2


CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of

Cooper Finance Ltd. was delivered to the Registrar of Companies on the 25th day of July, 2001 in accordance with section 45(3) of the Companies Act 1981 (“the

Act”).

[SEAL] Given under my hand and Seal of the

REGISTRAR OF COMPANIES this 14th day of August, 2001.

Capital prior to increase:

Amount of increase:

Present Capital:

US$12,000.00

US$8,000.00

US$20,000.00 for Registrar of Companies

FORM NO. 6


I hereby in accordance with section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 22nd day of

May, 2001

Cooper Finance Ltd. was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company.

[SEAL] Given under my hand and the Seal of the REGISTRAR OF

COMPANIES this 23rd day of May, 2001 for Registrar of Companies

3


FORM No. 2

4

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION

OF

Cooper Finance Ltd.

(hereinafter referred to as “the Company”)

1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

2. We, the undersigned, namely,

Name and Address Nationality

Number of Shares

Subscribed

Bermudian Status

(Yes or No)

Alison R Dyer

Cedar House

41 Cedar Avenue

Hamilton HM 12, Bermuda

British 1 Yes

Ruby L. Rawlins

Cedar House

41 Cedar Avenue


Angela R. B Browne

Cedar House

41 Cedar Avenue


Joy Thompson

Cedar House

41 Cedar Avenue


British

British

British

1

1

1

Yes

Yes

Yes

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of

5 the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

3. The Company is to be a Exempted Company as defined by the Companies Act 1981.

4. The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding in all, including the following parcels:-

Not applicable.

5. The authorised share capital of the Company is $12,000.00 divided into 1,200,000 shares of $0.01 each. The minimum subscribed share capital of the Company is $12,000.00 in United States currency.

6. The objects for which the Company is formed and incorporated are:-

(a) To carry on business as a holding company and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wherever constituted or carrying on business, and shares, stock, debentures, debenture stock, bonds, obligations and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust, local authority or other public body, whether in Bermuda or elsewhere, and to vary, transpose, dispose of or otherwise deal with from time to time as may be considered expedient any of the

Company’s investments for the time being;

(b) To acquire any such shares and other securities as are mentioned in the preceding paragraph by subscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof;

(c) To co-ordinate the administration, policies, management, supervision, control, research, planning, trading and any and all other activities of any company or companies now or hereafter incorporated or acquired which may be or may become a Group Company

(which expression, in this and the next following paragraphs means a company, wherever incorporated, which is or becomes a holding company or a subsidiary of, or affiliated with, the Company within the meanings respectively assigned to those terms in The

Companies Act 1981) or, with the prior written approval of the Minister of Finance, any company or companies now or hereafter incorporated or acquired with which the Company may be or may become associated;

(d) To provide financing and financial investment, management and advisory services to any Group Company, which shall include but not be limited to granting or providing credit and financial accommodation, lending and making advances with or without interest to

6 any Group Company and lending to or depositing with any bank funds or other assets to provide security (by way of mortgage, charge, pledge, lien or otherwise) for loans or other forms of financing granted to such Group Company by such bank:

Provided that the Company shall not be deemed to have the power to act as executor or administrator, or as trustee, except in connection with the issue of bonds and debentures by the Company or any Group Company or in connection with a pension scheme for the benefit of employees or former employees of the Company or a Group Company or their respective predecessors, or the dependants or connections of such employees or former employees; and

(e) The packaging of goods of all kinds;

(f) The buying, selling and dealing in goods of all kinds;

(g) The designing and manufacturing of goods of all kinds;

(h) Scientific research including the improvement, discovery and development of processes, inventions, patents and designs and the construction, maintenance and operation of laboratories and research centres;

(i) All forms of engineering;

(j) The acquiring by purchase or otherwise and holding as an investment inventions, patents, trade marks, trade names, trade secrets, designs and the like;

(k) The buying, selling, hiring, letting and dealing in conveyances of any sort;

(l) To acquire by purchase or otherwise and hold, sell, dispose of and deal in real property situated outside Bermuda and in personal property of all kinds wheresoever situated; and

(m) To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence.

7

7. The Company has the following powers:

(a) to borrow and raise money in any currency or currencies and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality of the foregoing) by mortgages of or charges upon all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by the creation and issue of securities;

(b) to enter into any guarantee, contract of indemnity or suretyship and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods or in any other manner, the performance of any obligations or commitments of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person, including (without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company;

(c) to accept, draw, make, create, issue, execute, discount, endorse, negotiate and deal in bills of exchange, promissory notes, and other instruments and securities, whether negotiable or otherwise;

(d) to sell, exchange, mortgage, charge, let on rent, share of profit, royalty or otherwise, grant licences, easements, options, servitudes and other rights over, and in any other manner deal with or dispose of, all or any part of the undertaking, property and assets (present and future) of the Company for any consideration and in particular (without prejudice to the generality of the foregoing) for any securities;

(e) to issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose;

(f) to grant pensions, annuities, or other allowances, including allowances on death, to any directors, officers or employees or former directors, officers or employees of the Company or any company ,which at any time is or was a subsidiary or a holding company or another subsidiary of a holding company of the Company or otherwise associated with the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or whom the Company considers have any moral claim on the

Company or to their relations, connections or dependants, and to establish or support any associations, institutions, clubs, schools, building and housing

schemes, funds and trusts, and to make payment towards insurance or other arrangements likely to benefit any such persons or otherwise advance the interests of the Company or of its members or for any national, charitable, benevolent, educational, social, public, general or useful object;

(g) subject to the provisions of Section 42 of the Companies Act 1981, to issue preference shares which at the option of the holders thereof are to be liable to be redeemed; and

(h) to purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof:-

8

(Subscribers)

SUBSCRIBED this 18th day of May 2001.

STAMP DUTY (To be affixed)

Not Applicable

(Witnesses)

B Y E - L A W S

of

Cooper Offshore Holdings Ltd.

INDEX

BYE-LAW SUBJECT

1 Definitions and Interpretation

8

9

10

11

12

13

14

15

5

6

7

2

3

4

21

22

23

24

25

16

17

18

19

20

Registered Office

Share Rights

Modification of Rights

Shares

Certificates

Lien

Calls on Shares

Forfeiture of Shares

Register of Shareholders

Register of Directors and Officers

Transfer of Shares

Transmission of Shares

Increase of Capital

Alteration of Capital

Reduction of Capital

General Meetings and Resolutions in Writing

Notice of General Meetings

Proceedings at General Meetings

Voting

Proxies and Corporate Representatives

Appointment and Removal of Directors

Resignation and Disqualification of Directors

Alternate Directors

Directors’ Fees and Additional Remuneration and Expenses

Exhibit 3.29

PAGE

3

4

5

5

6

6

7

8

8

10

10

10

11

12

12

13

13

14

15

16

18

20

21

21

21

38

39

40

41

42

33

34

35

36

37

26

27

28

29

30

31

32

43

44

45

Directors’ Interests

Powers and Duties of the Board

Delegation of the Board’s Powers

Proceedings of the Board

Officers

Minutes

Secretary and Resident Representative

The Seal

Dividends and Other Payments

Reserves

Capitalisation of Profits

Record Dates

Accounting Records

Audit

Service of Notices and Other Documents

Winding Up

Indemnity

Amalgamation

Continuation

Alteration of Bye-Laws

28

29

30

30

30

31

31

33

22

23

24

24

26

26

27

27

33

34

34

35

B Y E - L A W S

of


INTERPRETATION

1 Definitions and Interpretation

1.1 In these Bye-Laws, unless the context otherwise requires:

“Alternate Director ” means an alternate Director appointed to the Board as provided for in these Bye-Laws;

“Auditor” means the person or firm for the time being appointed as auditor of the Company;

“Bermuda” means the Islands of Bermuda;

“Board” means the Directors of the Company appointed or elected pursuant to these Bye-Laws and acting by resolution as provided for in the Act and in these Bye-Laws or the Directors present at a meeting of Directors at which there is a quorum;

“Companies Acts” means every Bermuda statute from time to time in force concerning companies insofar as the same applies to the Company;

“ Company ” means the company incorporated in Bermuda under the name of Cooper Offshore Holdings Ltd. on 22 May

2001;

“Director” means such person or persons appointed or elected to the Board from time to time pursuant to these Bye-Laws and includes an Alternate Director;

“Indemnified Person” means any Director, Officer, Resident Representative, member of a committee duly constituted under these Bye-Laws and any liquidator, manager or trustee for the time being acting in relation to the affairs of the Company, and his heirs, executors and administrators;

“Officer” means a person appointed by the Board pursuant to these Bye-Laws but shall not include the Auditor;

“paid up” means paid up or credited as paid up;

“Register” means the Register of Shareholders of the Company maintained by the Company in Bermuda;

“Registered Office” means the registered office of the Company which shall be at such place in Bermuda as the Board shall from time to time determine;

“Resident Representative” means (if any) the individual or the company appointed to perform the duties of resident representative set out in the

Companies Acts and includes any assistant or deputy Resident Representative appointed by the Board to perform any of the duties of the Resident Representative;

“Resolution” means a resolution of the Shareholders passed in a general meeting or, where required, of a separate class or separate classes of shareholders passed in a separate general meeting or in either case adopted by resolution in writing, in accordance with the provisions of these Bye-Laws;

“Seal” means the common seal of the Company and includes any authorised duplicate thereof;

“Secretary” means the individual or the company appointed by the Board to perform any of the duties of the Secretary and includes a temporary or assistant or deputy Secretary;

“share” means share in the capital of the Company and includes a fraction of a share;

“Shareholder” means a shareholder or member of the Company provided that for the purposes of Bye-Law 42 it shall also include any holder of notes, debentures or bonds issued by the Company;

“these Bye-Laws” means these Bye-Laws in their present form.

1.2 For the purposes of these Bye-Laws, a corporation which is a shareholder shall be deemed to be present in person at a general meeting if, in accordance with the Companies Acts, its authorised representative is present.

1.3 Words importing only the singular number include the plural number and vice versa.

1.4 Words importing only the masculine gender include the feminine and neuter genders respectively.

1.5 Words importing persons include companies, associations, bodies of persons, whether corporate or not.

1.6 A reference to writing shall include typewriting, printing, lithography, photography and electronic record.

1.7 Any words or expressions defined in the Companies Acts in force at the date when these Bye-Laws or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be).

REGISTERED OFFICE

2 Registered Office

The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.

SHARES AND SHARE RIGHTS

3 Share Rights

3.1 Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.

3.2 Subject to the Companies Acts, any preference shares may, with the sanction of a resolution of the Board, be issued on terms:

3.2.1 that they are to be redeemed on the happening of a specified event or on a given date; and/or,

3.2.2 that they are liable to be redeemed at the option of the Company; and/or,

3.2.3 if authorised by the memorandum of association of the Company, that they are liable to be redeemed at the option of the holder.

The terms and manner of redemption shall be provided for in such resolution of the Board and shall be attached to but shall not form part of these Bye-Laws.

3.3 The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the Company of its own shares upon such terms as the Board may in its discretion determine, provided always that such purchase is effected in accordance with the provisions of the Companies Acts.

3.4 The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the Company of its own shares, to be held as treasury shares, upon such terms as the Board may in its discretion determine, provided always that such acquisition is effected in accordance with the provisions of the Companies Acts. The Company shall be entered in the Register as a

Shareholder in respect of the shares held by the Company as treasury shares and shall be a Shareholder of the Company but subject always to the provisions of the Companies Acts and for the avoidance of doubt the Company shall not exercise any rights and shall not enjoy or participate in any of the rights attaching to those shares save as expressly provided for in the Companies Act.

4 Modification of Rights

4.1 Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares for the time being issued may from time

to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy five percent (75%) of the issued shares of that class or with the sanction of a resolution passed at a separate general meeting of the holders of such shares voting in person or by proxy. To any such separate general meeting, all the provisions of these

Bye-Laws as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be one or more persons holding or representing by proxy any of the shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present in person or by proxy may demand a poll.

4.2 The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

5 Shares

5.1 Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

5.2 Subject to the provisions of these Bye-Laws, any shares of the Company held by the Company as treasury shares shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer all or any of the shares for cash or other consideration, or cancel all or any of the shares.

5.3 The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law.

5.4 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

6 Certificates

6.1 The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been issued. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

6.2 If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.

6.3 All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal or signed by a Director, the Secretary or any person authorised by the Board for that purpose. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any persons.

7 Lien

7.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a

Shareholder or not. The Company’s lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-Law.

7.2 The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

7.3 The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable

as existed upon the share prior to the sale) be paid to the person who was the holder of the share immediately before such sale. For giving effect to any such sale, the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

8 Calls on Shares

8.1 The Board may from time to time make calls upon the Shareholders (for the avoidance of doubt excluding the Company in respect of any nil or partly paid shares held by the Company as treasury shares) in respect of any monies unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen

(14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.

8.2 A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

8.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

8.4 If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.

8.5 Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-

Laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of nonpayment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

8.6 The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

9 Forfeiture of Shares

9.1 If a Shareholder fails to pay any call or instalment of a call on the day appointed

for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

9.2 The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or instalment is payable will be liable to be forfeited. The

Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender.

9.3 If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

9.4 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

9.5 A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.

9.6 A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

9.7 An affidavit in writing that the deponent is a Director of the Company or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the

Board may authorise some person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

REGISTER OF SHAREHOLDERS

10 Register of Shareholders

The Secretary shall establish and maintain the Register at the Registered Office in the manner prescribed by the Companies Acts.

Unless the Board otherwise determines, the Register shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon on every working day. Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust or any equitable, contingent, future or partial interest in any share or any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-Law 5.4.

REGISTER OF DIRECTORS AND OFFICERS

11 Register of Directors and Officers

The Secretary shall establish and maintain a register of the Directors and Officers of the Company as required by the Companies

Acts. The register of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Acts between

10:00 a.m. and 12:00 noon on every working day.

TRANSFER OF SHARES

12 Transfer of Shares

12.1 Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve. No such instrument shall be required on the redemption of a share or on the purchase by the Company of a share.

12.2 The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not fully-paid, the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer when registered may be retained by the Company. The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of any share which is not a fully-paid share. The

Board may also decline to register any transfer unless:

12.2.1 the instrument of transfer is duly stamped (if required by law) and lodged with the Company, accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer,

12.2.2 the instrument of transfer is in respect of only one class of share, and

12.2.3 where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

12.3 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the

Board under this Bye-Law.

12.4 If the Board declines to register a transfer it shall, within three (3) months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

12.5 No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share.

TRANSMISSION OF SHARES

13 Transmission of Shares

13.1 In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-Law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law.

13.2 Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself; he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.

13.3 A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof.

The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within sixty (60) days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the shares until the requirements of the notice have been complied with.

13.4 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretion of the

Board under this Bye-Law.

SHARE CAPITAL

14 Increase of Capital

14.1 The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Company by Resolution shall prescribe.

14.2 The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.

14.3 The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.

15 Alteration of Capital

15.1 The Company may from time to time by Resolution:

15.1.1 divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

15.1.2 consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

15.1.3 sub-divide its shares or any of them into shares of smaller par value

than is fixed by its memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

15.1.4 make provision for the issue and allotment of shares which do not carry any voting rights;

15.1.5 cancel shares which, at the date of the passing of the Resolution in that behalf; have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and

15.1.6 change the currency denomination of its share capital.

15.2 Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

15.3 Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-Laws, the Company may by

Resolution from time to time convert any preference shares into redeemable preference shares.

16 Reduction of Capital

16.1 Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-Laws, the

Company may from time to time by Resolution authorise the reduction of its issued share capital or any share premium account in any manner.

16.2 In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction is to be effected including, in the case of a reduction of part only of a class of shares, those shares to be affected.

GENERAL MEETINGS AND RESOLUTIONS IN WRITING

17 General Meetings and Resolutions in Writing

17.1 The Board shall convene and the Company shall hold general meetings as Annual General Meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Acts, convene general meetings other than Annual General Meetings which shall be called Special General Meetings.

17.2 Except in the case of the removal of Auditors or Directors, anything which may be done by resolution of the Shareholders in general meeting or by resolution of any class of Shareholders in a separate general meeting may be done by resolution in writing, signed by the Shareholders (or the holders of such class of shares) who at the date of the notice of the resolution in writing represent the majority of votes that would be required if the resolution had been voted on at a meeting of the Shareholders. Such resolution in writing may be signed by the Shareholder or its proxy, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) by its representative on behalf of such Shareholder, in as many counterparts as may be necessary.

17.3 Notice of any resolution in writing to be made under this Bye-Law shall be given to all the Shareholders who would be entitled to attend a meeting and vote on the resolution. The requirement to give notice of any resolution in writing to be made under this Bye-

Law to such Shareholders shall be satisfied by giving to those Shareholders a copy of that resolution in writing in the same manner as that required for a notice of a general meeting of the Company at which the resolution could have been considered, except that the length of the period of notice shall not apply. The date of the notice shall be set out in the copy of the resolution in writing.

17.4 The accidental omission to give notice, in accordance with this Bye-Law, of a resolution in writing to, or the non-receipt of such notice by, any person entitled to receive such notice shall not invalidate the passing of the resolution in writing.

17.5 For the purposes of this Bye-Law, the date of the resolution in writing is the date when the resolution in writing is signed by, or on behalf of, the Shareholder who establishes the majority of votes required for the passing of the resolution in writing and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this

Bye-Law, a reference to such date.

17.6 A resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be. A resolution in writing made in accordance with this Bye-Law shall constitute minutes for the purposes of the Companies Acts and these Bye-Laws.

18 Notice of General Meetings

18.1 An Annual General Meeting shall be called by not less than five (5) days notice in writing and a Special General Meeting shall be called by not less than five (5) days notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and, the nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-Laws to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of

issue of the shares they hold, are not entitled to receive such notice from the Company and every Director and to any Resident

Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or it.

Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this Bye-Law, it shall be deemed to have been duly called if it is so agreed:

18.1.1 in the case of a meeting called as an Annual General Meeting, by all the Shareholders entitled to attend and vote thereat;

18.1.2 in the case of any other meeting, by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the shares giving that right.

18.2 The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

18.3 The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such cancellation or postponement shall be served in accordance with these Bye-Laws upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with this Bye-

Law.

19 Proceedings at General Meetings

19.1 In accordance with the Companies Acts, a general meeting may be held with only one individual present provided that the requirement for a quorum is satisfied. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Bye-Laws, at least one

Shareholder present in person or by proxy and entitled to vote shall be a quorum for all purposes.

19.2 If within five (5) minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting one Shareholder present in person or by proxy and entitled to vote shall be a quorum. The Company shall give not less than five (5) days notice of any meeting adjourned through want of a quorum and such notice shall state that the one Shareholder present in person or by proxy (whatever the number of shares held by them) and entitled to vote shall be a quorum.

19.3 A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone, or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

19.4 Each Director, and upon giving the notice referred to in Bye-Law 18.1 above, the Resident Representative, if any, shall be entitled to attend and speak at any general meeting of the Company.

19.5 The Board may choose one of their number to preside as chairman at every general meeting. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act or if only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.

19.6 The chairman of the meeting may, with the consent by resolution of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for three (3) months or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as expressly provided by these Bye-Laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

20 Voting

20.1 Save where a greater majority is required by the Companies Acts or these Bye-Laws, any question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast.

20.2 At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records, unless (before or on the declaration of the result of the show of hands or count of votes received as electronic records or on the withdrawal of any other demand for a poll) a poll is demanded by:

20.2.1 the chairman of the meeting; or

20.2.2 at least three (3) Shareholders present in person or represented by proxy; or

20.2.3 any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth (1/10) of the total voting rights of all the Shareholders having the right to vote at such meeting; or

20.2.4 a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth (1/10) of the total sum paid up on all such shares conferring such right.

The demand for a poll may be withdrawn by the person or any of the persons making it at any time prior to the declaration of the result. Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands or count of votes received as electronic records, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded for or against such resolution.

20.3 If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

20.4 A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than three (3) months after the date of the demand) and place as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.

20.5 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

20.6 On a poll, votes may be cast either personally or by proxy.

20.7 A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

20.8 In the case of an equality of votes at a general meeting, whether on a show of hands or count of votes received as electronic records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote and the resolution shall fail.

20.9 In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

20.10 A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court

having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.

20.11 No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

20.12 If:

20.12.1 any objection shall be raised to the qualification of any voter; or,

20.12.2 any votes have been counted which ought not to have been counted or which might have been rejected; or,

20.12.3 any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

21 Proxies and Corporate Representatives

21.1 The instrument appointing a proxy or corporate representative shall be in writing executed by the appointor or his attorney authorised by him in writing or, if the appointor is a corporation, either under its seal or executed by an officer, attorney or other person authorised to sign the same.

21.2 Any Shareholder may appoint a proxy or (if a corporation) representative for a specific general meeting, and adjournments thereof, or may appoint a standing proxy or (if a corporation) representative, by serving on the Company at the Registered Office, or at such place or places as the Board may otherwise specify for the purpose, a proxy or (if a corporation) an authorisation. Any standing proxy or authorisation shall be valid for all general meetings and adjournments thereof or resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office or at such place or places as the Board may otherwise specify for the purpose. Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity

of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.

21.3 Notwithstanding Bye-law 21.2, a Shareholder may appoint a proxy which shall be irrevocable in accordance with its terms and the holder thereof shall be the only person entitled to vote the relevant shares at any meeting of the shareholders at which such holder is present. Notice of the appointment of any such proxy shall be given to the Company at its Registered Office, and shall include the name, address, telephone number and electronic mail address of the proxy holder. The Company shall give to the proxy holder notice of all meetings of Shareholders of the Company and shall be obliged to recognise the holder of such proxy until such time as the holder notifies the Company in writing that the proxy is no longer in force.

21.4 Subject to Bye-Law 21.2 and 21.3, the instrument appointing a proxy or corporate representative together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a resolution in writing, in any document sent therewith) prior to the holding of the relevant meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a resolution in writing, prior to the effective date of the resolution in writing and in default the instrument of proxy or authorisation shall not be treated as valid.

21.5 Subject to Bye-Law 21.2 and 21.3, the decision of the chairman of any general meeting as to the validity of any appointments of a proxy shall be final.

21.6 Instruments of proxy or authorisation shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any resolution in writing forms of instruments of proxy or authorisation for use at that meeting or in connection with that resolution in writing. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll, to speak at the meeting and to vote on any amendment of a resolution in writing or amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy or authorisation shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

21.7 A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate authority, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Company at the Registered

Office (or such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent therewith)

at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any resolution in writing at which the instrument of proxy or authorisation is used.

21.8 Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these Bye-Laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend, speak and vote on behalf of any Shareholder at general meetings or to sign resolutions in writing.

BOARD OF DIRECTORS

22 Appointment and Removal of Directors

22.1 The number of Directors shall be not less than two (2) and not more than ten (10) or such numbers in excess thereof as the Company by Resolution may from time to time determine and, subject to the Companies Acts and these Bye-Laws, the Directors shall be elected or appointed by the Company by Resolution and shall serve for such term as the Company by Resolution may determine, or in the absence of such determination, until the termination of the next Annual General Meeting following their appointment. All

Directors, upon election or appointment (except upon re-election at an Annual General Meeting), must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within thirty (30) days of their appointment.

22.2 The Company may by Resolution increase the maximum number of Directors. Any one or more vacancies in the Board not filled by the Shareholders at any general meeting of the Shareholders shall be deemed casual vacancies for the purposes of these Bye-Laws.

Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any individual to be a Director so as to fill a casual vacancy.

22.3 The Company may in a Special General Meeting called for that purpose remove a Director, provided notice of any such meeting shall be served upon the Director concerned not less than fourteen (14) days before the meeting and he shall be entitled to be heard at that meeting. Any vacancy created by the removal of a Director at a Special General Meeting may be filled at the meeting by the election of another Director in his place or, in the absence of any such election, by the Board.

23 Resignation and Disqualification of Directors

The office of a Director shall be vacated upon the happening of any of the following events:

23.1 if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;

23.2 if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;

23.3 if he becomes bankrupt under the laws of any country or compounds with his creditors;

23.4 if he is prohibited by law from being a Director; or

23.5 if he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Bye-Laws.

24 Alternate Directors

24.1 A Director may appoint and remove his own Alternate Director. Any appointment or removal of an Alternate Director by a Director shall be effected by delivery of a written notice of appointment or removal to the Secretary at the Registered Office, signed by such

Director, and such notice shall be effective immediately upon receipt or on any later date specified in that notice. Any Alternate

Director may be removed by resolution of the Board. Subject as aforesaid, the office of Alternate Director shall continue until the next annual election of Directors or, if earlier, the date on which the relevant Director ceases to be a Director. An Alternate Director may also be a Director in his own right and may act as alternate to more than one Director.

24.2 An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.

24.3 Every person acting as an Alternate Director shall (except as regards powers to appoint an alternate and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director. Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.

25 Directors’ Fees and Additional Remuneration and Expenses

The amount, if any, of Directors’ fees shall from time to time be determined by the Company by Resolution or in the absence of such a determination, by the Board. Unless otherwise determined to the contrary, such fees shall be deemed to accrue from day to day.

Each Director may be paid his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.

26 Directors’ Interests

26.1 A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of

Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor

(whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.

26.2 A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

26.3 Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the

Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

26.4 So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

26.5 Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or Officer declaring that he is a director or officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.

POWERS AND DUTIES OF THE BOARD

27 Powers and Duties of the Board

27.1 Subject to the provisions of the Companies Acts, these Bye-Laws and to any directions given by the Company by Resolution, the

Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

27.2 The Board may exercise all the powers of the Company except those powers that are required by the Companies Acts or these Bye-

Laws to be exercised by the Shareholders.

27.3 All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

27.4 The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.

27.5 The Board may from time to time appoint one or more of its body to be a managing director, joint managing director or an assistant managing director or to hold any other employment or executive office with the Company for such period and upon

such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a

Director.

28 Delegation of the Board’s Powers

28.1 The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney may, if so authorised by the power of attorney, execute any deed, instrument or other document on behalf of the Company.

28.2 The Board may entrust to and confer upon any Director, Officer or, without prejudice to the provisions of Bye-Law 28.3, other person any of the powers, authorities and discretion exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions, and may from time to time revoke or vary all or any of such powers, authorities and discretions, but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

28.3 The Board may delegate any of its powers, authorities and discretions to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any regulations which may be imposed upon it by the Board.

If no regulations are imposed by the Board the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by the Bye-Laws regulating the proceedings of the Board.

29 Proceedings of the Board

29.1 The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.

29.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A

Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting.

29.3 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2) individuals. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.

29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered

Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board.

29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.

29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.

29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.

29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an

Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be

as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned.

29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting is physically assembled, or, if there is no such group, where the chairman of the meeting then is.

29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

OFFICERS

30 Officers

30.1 The Officers of the Company, who may or may not be Directors, may be appointed by the Board at any time. Any person appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may determine and the

Board may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may have against the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be such (if any) as are determined from time to time by the Board.

30.2 The provisions of these Bye-Laws as to resignation and disqualification of Directors shall mutatis mutandis apply to the resignation and disqualification of Officers.

MINUTES

31 Minutes

31.1 The Board shall cause minutes to be made and books kept for the purpose of recording:

31.1.1 all appointments of Officers made by the Board;

31.1.2 the names of the Directors and other persons (if any) present at each meeting of the Board and of any committee; and

31.1.3 all proceedings at meetings of the Company, of the holders of any class of shares in the Company, of the Board and of committees appointed by the Board or the Shareholders.

31.2 Shareholders shall only be entitled to see the Register of Directors and Officers, the Register, the financial information provided for in Bye-Law 38.3 and the minutes of meetings of the Shareholders of the Company.

SECRETARY AND RESIDENT REPRESENTATIVE

32 Secretary and Resident Representative

32.1 The Secretary (including one or more deputy or assistant secretaries) and, if required, the Resident Representative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary and Resident

Representative so appointed may be removed by the Board. The duties of the Secretary and the duties of the Resident

Representative shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board.

32.2 A provision of the Companies Acts or these Bye-Laws requiring or authorising a thing to be done by or to a Director and the

Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the

Secretary.

THE SEAL

33 The Seal

33.1 The Board may authorise the production of a common seal of the Company and one or more duplicate common seals of the

Company, which shall consist of a circular device with the name of the Company around the outer margin thereof and the country and year of registration in Bermuda across the centre thereof.

33.2 Any document required to be under seal or executed as a deed on behalf of the Company may be:

33.2.1 executed under the Seal in accordance with these Bye-Laws; or

33.2.2 signed or executed by any person authorised by the Board for that purpose, without the use of the Seal.

33.3 The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of a committee constituted by the Board. Subject to these Bye-Laws, any instrument to which a Seal is affixed shall be attested by the signature of

33.3.1 a Director; or

33.3.2 the Secretary; or

33.3.3 any one person authorised by the Board for that purpose.

DIVIDENDS AND OTHER PAYMENTS

34 Dividends and Other Payments

34.1 The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests, including such interim dividends as appear to the Board to be justified by the position of the

Company. The Board, in its discretion, may determine that any dividend shall be paid in cash or shall be satisfied, subject to Bye-

Law 36, in paying up in full shares in the Company to be issued to the Shareholders credited as fully paid or partly paid or partly in one way and partly the other. The Board may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment.

34.2 Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

34.2.1 all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as paid-up on the share;

34.2.2 dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts paidup on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.

34.3 The Board may deduct from any dividend, distribution or other monies payable to a Shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.

34.4 No dividend, distribution or other monies payable by the Company on or in respect of any share shall bear interest against the

Company.

34.5 Any dividend, distribution or interest, or part thereof payable in cash, or any other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post or by courier addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.

Any one of two (2) or more joint holders may give effectual receipts for any dividends, distributions or other monies payable or property distributable in respect of the shares held by such joint holders.

34.6 Any dividend or distribution out of contributed surplus unclaimed for a period of six (6) years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.

34.7 The Board may also, in addition to its other powers, direct payment or satisfaction of any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and where any difficulty arises in regard to such distribution or dividend, the Board may settle it as it thinks expedient, and in particular, may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any

Shareholders upon the footing of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board, provided that such dividend or distribution may not be satisfied by the distribution of any partly paid shares or debentures of any company without the sanction of a Resolution.

35 Reserves

The Board may, before declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of

the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.

CAPITALISATION OF PROFITS

36 Capitalisation of Profits

36.1 The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such

Shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid.

36.2 Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The

Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

RECORD DATES

37 Record Dates

Notwithstanding any other provisions of these Bye-Laws, the Company may by Resolution or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of any general meeting and to vote at any general meeting. Any such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made or such notice is despatched.

ACCOUNTING RECORDS

38 Accounting Records

38.1 The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions, in accordance with the Companies Acts.

38.2 The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors, PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three (3) month period. No Shareholder (other than an Officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board or by Resolution.

38.3 A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts.

AUDIT

39 Audit

Save and to the extent that an audit is waived in the manner permitted by the Companies Acts, Auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such requirements not inconsistent with the Companies

Acts as the Board may from time to time determine.

SERVICE OF NOTICES AND OTHER DOCUMENTS

40 Service of Notices and Other Documents

40.1 Any notice or other document (including but not limited to a share certificate, any notice of a general meeting of the Company, any instrument of proxy and any document to be sent in accordance with Bye-Law 38.3) may be sent to, served on or delivered to any

Shareholder by the Company

40.1.1 personally;

40.1.2 by sending it through the post (by airmail where applicable) in a prepaid letter addressed to such Shareholder at his address as appearing in the Register;

40.1.3 by sending it by courier to or leaving it at the Shareholder’s address appearing in the Register;

40.1.4 where applicable, by sending it by email or facsimile or other mode of

representing or reproducing words in a legible and non-transitory form or by sending an electronic record of it by electronic means, in each case to an address or number supplied by such Shareholder for the purposes of communication in such manner; or

40.1.5 by publication of an electronic record of it on a website and notification of such publication (which shall include the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website) by any of the methods set out in paragraphs 40.1.1, 40.1.2, 40.1.3 or 40.1.4 of this Bye-Law, in accordance with the

Companies Acts.

In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders.

40.2 Any notice or other document shall be deemed to have been served on or delivered to any Shareholder by the Company

40.2.1 if sent by personal delivery, at the time of delivery;

40.2.2 if sent by post, forty-eight (48) hours after it was put in the post;

40.2.3 if sent by courier or facsimile, twenty-four (24) hours after sending;

40.2.4 if sent by email or other mode of representing or reproducing words in a legible and non-transitory form or as an electronic record by electronic means, twelve (12) hours after sending; or

40.2.5 if published as an electronic record on a website, at the time that the notification of such publication shall be deemed to have been delivered to such Shareholder, and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed and stamped and put in the post, published on a website in accordance with the Companies Acts and the provisions of these Bye-Laws, or sent by courier, facsimile, email or as an electronic record by electronic means, as the case may be, in accordance with these Bye-Laws.

Each Shareholder and each person becoming a Shareholder subsequent to the adoption of these Bye-laws, by virtue of its holding or its acquisition and continued holding of a share, as applicable, shall be deemed to have acknowledged and agreed that any notice or other document (excluding a share certificate) may be provided by the Company by way of accessing them on a website instead of being provided by other means.

40.3 Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-Laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of

the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

40.4 Save as otherwise provided, the provisions of these Bye-Laws as to service of notices and other documents on Shareholders shall

mutatis mutandis apply to service or delivery of notices and other documents to the Company or any Director, Alternate Director or

Resident Representative pursuant to these Bye-Laws.

WINDING UP

41 Winding Up

If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Companies Acts, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of

Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

INDEMNITY

42 Indemnity

42.1 Subject to the proviso below, every Indemnified Person shall be indemnified and held harmless out of the assets of the Company against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs including defence costs incurred in defending any legal proceedings whether civil or criminal and expenses properly payable) incurred or suffered by him by or by reason of any act done, conceived in or omitted in the conduct of the Company’s business or in the discharge of his duties and the indemnity contained in this Bye-Law shall extend to any Indemnified Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in this Bye-Law shall not extend to any matter which would render it void pursuant to the Companies Acts.

42.2 No Indemnified Person shall be liable to the Company for the acts, defaults or omissions of any other Indemnified Person.

42.3 To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relevant indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.

42.4 Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties with or for the Company PROVIDED

HOWEVER that such waiver shall not apply to any claims or rights of action arising out of the fraud of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally entitled.

42.5 The Company shall advance moneys to any Indemnified Person for the costs, charges, and expenses incurred by the Indemnified

Person in defending any civil or criminal proceedings against them, on condition and receipt of an undertaking in a form satisfactory to the Company that the Indemnified Person shall repay such portion of the advance attributable to any claim of fraud or dishonesty if such a claim is proved against the Indemnified Person.

42.6 The advance of moneys would not be paid unless the advance was duly authorized upon a determination that the indemnification of the Indemnified Person was appropriate because the Indemnified Person had met the standard of conduct which would entitle the

Indemnified Person to indemnification and further the determination referred to above must be made by a majority vote of the Board at a meeting duly constituted by a quorum of Directors not party to the proceedings in respect of which the indemnification is, or would be, claimed; or, in the case such meeting cannot be constituted by lack of disinterested quorum by an independent third party; or, alternatively, by a majority vote of the Shareholders.

AMALGAMATION

43 Amalgamation

Any resolution proposed for consideration at any general meeting to approve the amalgamation of the Company with any other company, wherever incorporated, shall require the approval of a simple majority of votes cast at such meeting and the quorum for such meeting shall be that required in Bye-Law 19.1 and a poll may be demanded in respect of such resolution in accordance with the provisions of Bye-Law

20.2.

CONTINUATION

44 Continuation

Subject to the Companies Acts, the Board may approve the discontinuation of the Company in Bermuda and the continuation of the

Company in a jurisdiction outside Bermuda. The Board, having resolved to approve the discontinuation of the Company, may further resolve not to proceed with any application to discontinue the Company in Bermuda or may vary such application as it sees fit.

ALTERATION OF BYE-LAWS

45 Alteration of Bye-Laws

These Bye-Laws may be amended from time to time by resolution of the Board, but subject to approval by Resolution.

Exhibit 3.30


OF

CBL, ACQUISITION CORP.

* * * * *

1. The name of the corporation is CBL Acquisition Corp.



3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is Two Thousand Five Shares (2,500); par value of One

Dollar ($1.00) each.

5. The name and mailing address of each incorporator is as follows;

NAME

Barbara A. Widra

The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME

Alan J. Hill

MAILING ADDRESS

600 Travis, Suite 5800

Houston, Texas 77002

E. Daniel Leightman 600 Travis, Suite 5800


Diane K. Schumacher 600 Travis, Suite 5800


6. The corporation is to have perpetual existence.

MAILING ADDRESS



7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the corporation.

8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

9. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing provisions shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General

Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts

/s/ Barbara A. Widra

Barbara A. Widra

CERTIFICATE OF AMENDMENT

OF


OF

CBL ACQUISITION CORP.

* * * * * *

CBL Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,


FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the

Board, duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of CBL Acquisition Corp. be amended by changing Article 1. thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the corporation is Cooper B-Line, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the

General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said CBL Acquisition Corp. has caused this certificate to be signed by Terrance V. Helz, its Secretary, this 1st day of May, 2000.

CBL Acquisition Corp.

By: /s/ Terrance V. Helz

Terrance V. Helz, Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

OF

B-LINE SYSTEMS, INC.

(an Illinois corporation)

AND

B-LINE SYSTEMS MANUFACTURING, INC.


INTO

COOPER B-LINE, INC.


It is hereby certified that:

1. Cooper B-Line, Inc. (hereinafter referred to as the “Corporation”) is a. business corporation of the State of Delaware.

2. The Corporation is the owner of all of the outstanding shares of common stock of B-Line Systems, Inc., which is a business corporation incorporated under the laws of the State of Illinois, and B-Line Systems Manufacturing, Inc., which is a business corporation incorporated under the laws of the State of Delaware.

3. The laws of jurisdiction of organization of B-Line Systems. Inc. permit the merger of a business corporation of that jurisdiction with a business corporation of another jurisdiction.

4. Pursuant to the provisions of the Delaware General Corporation Law and the provisions of the Illinois Business Corporation Act, the

Corporation hereby merges B-Line Systems, Inc. and B-Line Systems Manufacturing, Inc. with and into the Corporation.

5. The following is a copy of the resolutions adopted on December 15, 2000, by the Board of Directors of the Corporation to merge the said

B-Line Systems, Inc. and B-Line Systems Manufacturing, Inc. with and into the Corporation, with the Corporation thereafter being the surviving corporation:

PLAN OF MERGER

RESOLVED, that Cooper B-Line, Inc., a Delaware corporation and the owner of all of the outstanding shares of B-Line Systems, Inc., which is a business corporation incorporated under the laws of the State of Illinois, and B-Line Systems Manufacturing, Inc., which is a business corporation incorporated under the laws of the State of Delaware (hereinafter referred to as the “Merging Corporations”), hereby merges the

Merging Corporations into Cooper B-Line, Inc., pursuant to the provisions of Section 253 of the Delaware General Corporation Law and

Section 11.30 of the Illinois Business Corporation Act;

RESOLVED, that the separate existence of the Merging Corporations shall cease upon the effective date of the merger pursuant to the provisions of the Delaware General Corporation Law and the provisions of the Illinois Business Corporation Act, and Cooper B-Line, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the Delaware General Corporation Law;

RESOLVED, that the Certificate of Incorporation of Cooper B-Line, Inc. is not amended in any respect by this Plan of Merger;

RESOLVED, that the issued shares of the Merging Corporations shall not be converted or exchanged in any manner, but each said share which is issued as of the time the merger takes effect shall be surrendered and extinguished;

RESOLVED, that each share of Cooper B-Line, Inc. outstanding immediately prior to the time the merger takes effect is to be an identical outstanding share of Cooper B-Line, Inc. after the time the merger takes effect;

RESOLVED, that no shares of Cooper B-Line, Inc. and no shares, securities, or obligations convertible into such shares are to be issued or delivered under this Plan of Merger,

RESOLVED, that Cooper B-Line, Inc. shall assume all of the obligations of the Merging Corporations;

RESOLVED, that Cooper B-Line, Inc., as the surviving corporation, agrees to be responsible for the payment of all such fees and franchise taxes as may be due or required of the Merging Corporations; and

RESOLVED, that the officers of Cooper B-Line, Inc. be, and each of them hereby is, authorized to execute and deliver any and all other agreements, documents and instruments, make any and all filings and to take any and all actions as in their judgment may be necessary, desirable or appropriate, their taking of any such action to be conclusive evidence thereof, in order to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

RESOLVED, that the merger herein provided for shall be effective 1:59 p.m. on December 31, 2000.

Dated: December 15, 2000

COOPER B-LINE, INC.

By: /s/ Randall B. Ammerman

Randall B. Ammerman, Vice President

Attest:

/s/ Terrance V. Helz


STATE OF TEXAS )

)

COUNTY OF HARRIS )

BEFORE ME, the undersigned authority, on this 15th day of December, 2000, personally appeared Randall B. Ammerman, Vice President of Cooper B-Line, Inc., a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and being by me duly sworn, acknowledged to me that he executed the same in the capacity therein stated, as the act and deed of the said corporation, and that the facts stated therein are true.


Notary Public in and for the State of Texas


OF

GS METALS CORP.


INTO

COOPER B-LINE, INC.


*******

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME

GS Metals Corp.

Cooper B-Line, Inc.

STATE OF INCORPORATION

Delaware

Delaware

SECOND: That the Merger Agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of

Delaware.

THIRD: That the name of the surviving corporation of the merger is Cooper B-Line, Inc., a Delaware corporation.

FOURTH: That the certificate of incorporation of the surviving corporation shall be its certificate of incorporation.

FIFTH: That the executed Merger Agreement is on file at an office of the surviving corporation, the address of which is: 600 Travis, Suite

5600, Houston, Texas 77002.

SIXTH: That a copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective at 11:59 p.m. on December 31, 2008.

IN WITNESS WHEREOF, this Certificate of Merger is hereby signed for and on behalf of Cooper B-Line, Inc. by its Vice President, who does hereby acknowledge that said Certificate of Merger is the act and deed of said corporation and who does hereby state under penalties of perjury that the facts stated herein are true and correct.


COOPER B-LINE, INC.

By: /s/ John B. Reed

John B. Reed, Vice President

Exhibit 3.31

COOPER B-LINE, INC. formerly known as

CBL ACQUISITION CORP.

BYLAWS

ARTICLE I

OFFICES

Section 1.1. Registered Office . The registered office of the corporation shall be at such place in the City of Wilmington, County of New Castle,

State of Delaware as the board of directors shall from time to time designate.

Section 1.2. Other Offices . The corporation also may have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1. Annual Meeting . The annual meeting of shareholders of the corporation shall be held on the first Tuesday in April of each year or on such other date as the board of directors shall determine. The business to be transacted at the meeting shall be the election of directors and such other business as may be properly brought before the meeting.

Section 2.2. Special Meetings . Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.3. Time and Place of Meetings . All meetings of the shareholders shall be held at the principal office of the corporation, or at such other place within or without the State of Delaware, and at such time as may be designated by the board of directors and as specified in the notice of meeting.

Section 2.4. Notice of Meetings . Written notice of each annual or special meeting of the shareholders, stating the time and place thereof, shall be given to each shareholder of record as of the applicable record date who is entitled to vote thereat, by mailing the same, postage prepaid, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to his address as it appears on the records of the corporation. In the case of a special meeting, the notice shall also state the purpose thereof. Business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

Section 2.5. Waiver of Notice . Notice of any shareholders’ meeting may be waived in writing by any shareholder either before or after such meeting, and the attendance of any shareholder at any meeting without protesting, prior to or at the commencement of the meeting, shall be deemed to be a waiver by him of notice of such meeting.

Section 2.6. Quorum . Except as otherwise provided by statute or the articles of incorporation, the holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business.

At any meeting, whether a quorum is present or not, the holders of a majority of the voting shares represented in person or by proxy may adjourn from time to time, without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty

(30) days, or if after the adjournment a new record date is fixed at the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 2.7. Voting . When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or by proxy shall decide any question brought before such meeting, except that if the question is one upon which by statute or the articles of incorporation a different vote is required, then in such case the terms of the statute or articles of incorporation shall govern and control the decision of such question.

Section 2.8. Number of Votes of Each Shareholder . Unless otherwise provided in the articles of incorporation, each shareholder shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

Section 2.9. Shareholders’ Consent . Unless otherwise provided by the articles of incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

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ARTICLE III

BOARD OF DIRECTORS

Section 3.1. Number of Directors . The number of directors which shall constitute the whole board of directors shall be not less than one (1) nor more than five (5). The actual number of directorships shall be determined by resolution of the board of directors or by the holders of the majority of shares entitled to vote thereon at any annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3.2 of this Article. Each director elected shall hold office until his successor is elected and qualified, except in the case of death, resignation or removal. Directors need not be shareholders.

Section 3.2. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any shareholder or shareholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.3. Removal . Unless otherwise restricted by the articles of incorporation or by law, any one or more directors may be removed from office at any time, with or without cause, by affirmative vote of the holders of a majority of the corporation’s shares entitled to vote at an election of directors.

Section 3.4. Powers of the Board . The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 3.5. Quorum . At all meetings of the board of directors a majority shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.6. Organization Meeting . The first meeting of each newly elected board of directors shall be held immediately after each annual meeting of shareholders for the purpose of electing officers and transacting other business. No notice of such meeting shall be necessary, provided a quorum shall be present. If for any reason such organization meeting is not held at such time, a special meeting for such purpose shall be held as soon thereafter as practicable.

Section 3.7. Regular Meetings . Regular meetings of the directors may be held without notice at such times and places within or without the

State of Delaware as may be determined by the board.

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Section 3.8. Special Meetings . Special meetings of the directors may be held at any time within or without the State of Delaware upon call by the President. Notice of such meeting shall be given to each director either by letter, telefax, telegram or in person not less than two (2) days prior to such meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) directors. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular or special meeting of the board of directors.

Section 3.9. Waiver of Notice . Notice of any directors’ meeting may be waived in writing by any director either before or after such meeting, and the attendance of any director at any meeting without protesting, prior to or at the commencement of the meeting, shall be deemed to be a waiver by him of notice of such meeting.

Section 3.10. Directors’ Consent . Unless otherwise restricted by the articles of incorporation or by these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 3.11. Telephonic Participation at Meetings . Unless otherwise restricted by the articles of incorporation or by these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.12. Committees . The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolutions of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151 (a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for shares of any other class or classes or any other shares of the same or any other class or classes of stock of the corporation), adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the articles of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

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Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required or requested.

Section 3.13. Compensation . The board of directors is authorized to fix a reasonable compensation for directors and to provide a fee and reimbursement of expenses for attendance at any meeting of the directors to be paid to each director who is not otherwise a salaried officer or employee of the corporation. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 4.1. Officers Designated . The directors shall elect a President, Treasurer and a Secretary, and in their discretion a Chairman of the

Board, one or more Vice Presidents, an Assistant Secretary, an Assistant Treasurer, and such other officers as the directors may see fit. Unless the articles of incorporation or these bylaws otherwise provide, any two or more offices may be held simultaneously by the same person.

Section 4.2. Tenure of Office . The officers of the corporation shall hold office until their successors are chosen and qualified, except in case of resignation, death or removal. The directors may remove any officer at any time with or without cause by a majority vote of the directors in office at the time. A vacancy in any office, however created, may be filled by the directors.

Section 4.3. Chairman of the Board of Directors . The Chairman of the Board of Directors, if any, shall have such powers and duties as appertain to that office and as may be prescribed by the directors.

Section 4.4. President . The President shall have such powers and duties as appertain to that office and as may be prescribed by the directors.

Section 4.5. Vice Presidents . The Vice Presidents, if any, in the order designated by the directors, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the directors may appoint a

President pro tempore.

Section 4.6. Secretary . The Secretary shall keep the minutes of all meetings of the shareholders and the directors. The Secretary shall keep such books as may be required by the directors, shall have charge of the seal, minute books and stock books of the corporation, and shall give all notices of meetings of the shareholders and of the directors, and shall have such other powers and duties as the directors may prescribe.

Section 4.7. Assistant Secretary . The Assistant Secretary, if any, shall perform the duties of the Secretary in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe.

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Section 4.8. Treasurer . The Treasurer shall receive and have in charge all money, bills, notes, bonds, shares in other corporations and similar property belonging to the corporation, and shall do with the same as may be ordered by the directors. The Treasurer shall formulate and administer credit and collection policies and procedures, and shall represent the corporation in its relations with banks and other financial institutions, subject to instructions from the directors, and shall have such other powers and duties as the directors may prescribe.

Section 4.9. Assistant Treasurer . The Assistant Treasurer, if any, shall perform the duties of the Treasurer in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe.

Section 4.10. Other Officers . The other officers, if any, shall have such powers and duties as the directors may prescribe.

Section 4.11. Change in Power and Duties of Officers . Anything in this Article IV to the contrary notwithstanding, the board of directors may, from time to time, increase or reduce the powers and duties of the respective officers of the corporation whether or not the same are set forth in these bylaws and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them.

Section 4.12. Compensation . The directors are authorized to determine or to provide the method of determining the compensation of officers.

Section 4.13. Bond . Any officer, if required by the board of directors, shall give bond for the faithful performance of his duties. Any surety on such bond shall be at the expense of the corporation.

Section 4.14. Signing Checks and Other Instruments . The directors are authorized to determine or provide the method of determining how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed.

Section 4.15. Authority to Transfer and Vote Securities . The Chairman of the Board, if any, the President, the Secretary or the Treasurer of the corporation are each authorized to sign the name of the corporation and to perform all acts necessary to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants and other securities of another corporation owned by the corporation and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the corporation to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken.

ARTICLE V

ISSUE AND TRANSFER OF STOCK

Section 5.1. Certificates . The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an

Assistant Secretary of the corporation.

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Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware

General Corporation Law or a statement that the corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.2. Facsimile Signatures . Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer, agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.3. Lost Certificates . The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleging to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.4. Transfer of Stock . Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transactions shall be recorded upon the books of the corporation.

Section 5.5. Fixing Record Date . In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance, a record date, which shall not be more than sixty

(60) nor less than ten (10) days before the date of such meeting, and, in the case of a consent, not more than ten (10) days after the date upon which the resolution fixing such record date was adopted, nor more than sixty (60) days prior to such action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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Section 5.6. Registered Shareholders . The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claims to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1. Dividends . Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.

Section 6.2. Fiscal Year . The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6.3. Seal . The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words

“Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE VII

AMENDMENTS

Section 7.1. Amendment . These bylaws may be altered, changed, amended or superseded, in whole or in part, by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power of the corporation with respect thereto at an annual or special meeting called for such purpose or without a meeting by the written consent of the holders of record of shares entitling them to exercise two thirds (2/3) of the voting power with respect thereto.

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Exhibit 3.32

C ERTIFICATE OF F ORMATION

OF

B

USSMANN

N

EWCO

, LLC

This Certificate of Formation of Bussmann Newco, LLC, dated as of September 19, 2012, is being duly executed and filed by Barbara A.

Widra, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended:

FIRST: The name of the limited liability company is Bussmann Newco, LLC (the “ Company ”).

SECOND: The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington,

Delaware 19801, New Castle County.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The

Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.


Barbara A. Widra

Authorized Person

C

ERTIFICATE OF

A

MENDMENT OF

C ERTIFICATE OF F ORMATION OF

B USSMANN N EWCO , LLC

This Certificate of Amendment of Certificate of Formation of Bussmann Newco, LLC (the “ Company ”), dated as of October 19, 2012, being duly executed and filed by the undersigned, being an authorized person, to amend the Certificate of Formation as permitted under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.):

1. The name of the limited liability company is Bussmann Newco, LLC.

2. The Company has changed its name to Cooper Bussmann, LLC and, in connection with such name change, hereby amends the text of

Article FIRST of its Certificate of Formation, in its entirety to read as follows:

“ FIRST : The name of the limited liability company is Cooper Bussmann, LLC.”

3. This Certificate of Amendment shall not become effective until 11:59:01 p.m. Eastern Time on October 31, 2012, pursuant to §18-206

(b) of the Limited Liability Company Act of the State of Delaware, as amended.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation regarding the name change from Bussmann Newco, LLC to Cooper Bussmann, LLC, as of the date first written above.


Barbara A. Widra

Authorized Person

Exhibit 3.33


OF

BUSSMANN NEWCO, LLC

THE UNDERSIGNED are all of the Members of Bussmann Newco, LLC, a limited liability company formed under the laws of the State of

Delaware. The undersigned hereby adopt the following Operating Agreement pursuant to the provisions of the Delaware Limited Liability

Company Act (“the Act”), Title 6, Chapter 18, et seq., as amended from time to time, and do hereby certify and agree as follows:

I. NAME

The name of the Company is Bussmann Newco, LLC. The business of the Company may be conducted under such trade or fictitious names as the Members may determine.

II. OFFICES; REGISTERED AGENT a. The Company may have such offices, inside or outside the state of Delaware, as the Members may designate. b. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware. The registered agent of the Company for service of process at that address is The Corporation Trust Company.

III. PURPOSE



IV. MEMBERS a. The names of each Member, their capital contributions, and limited liability company interests (“Percentage Interests”) are as follows:

Name

Cooper US, Inc.

Capital Contribution

US$ 100

Percentage Interest

100 % b. Percentage Interests shall be uncertificated unless otherwise determined by the Members. Certificates representing Percentage Interests or other limited liability company interests, if any, shall be signed by, or in the name of the Company, by the President or Vice President, and the

Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company. c. Additional Members may be admitted upon the consent of all Members,

Page 1 of 7

d. A Member may withdraw from the Company upon six months written notice to each remaining Member.

V. MEMBERS’ CAPITAL ACCOUNTS a. The Company will maintain a separate capital account for each Member. Each Member’s capital account will reflect the Member’s capital contributions and increases for the Member’s share of any net income or gain of the Company. Each Member’s capital account will also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company. b. Each Member’s capital account will be increased by: 1) the amount of money or the fair market value of property contributed by the Member to the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to), 2) the amount of any Company liabilities assumed by the Member, and 3) allocations to the Member of profit, income or gain. c. Each Member’s capital account will be decreased by: 1) the amount of money and the fair market value of property distributed to the Member by the Company (net of any liabilities secured by such distributed property that the Member is considered to assume or take subject to), and 2) allocations to the Member of losses, deductions, and expenses. d. In the event of a permitted sale or exchange of an interest in the Company, the capital account of the transferor will become the capital account of the transferee. e. The manner in which capital accounts are to be maintained pursuant to this Operating Agreement is intended to comply with the requirements of Internal Revenue Code Sec. 704(b) and the regulations thereunder. It is the specific intent of the Members that all adjustments as may be required pursuant to Section 704 and any regulations thereunder be made, so as to cause the allocations prescribed hereunder to be respected for tax purposes. f. The fiscal year of the Company will be a calendar year. The books and records of the Company will be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the regulations thereunder.

VI. ALLOCATIONS AND DISTRIBUTIONS a. All items of Company income, gain, loss, deduction, credit, or the like will be allocated among the Members in accordance with their respective Percentage Interests. b. Distributions of cash or other assets may be made to the Members from time to time. All distributions will be made to the Members in accordance with their respective Percentage Interests.

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VII. ASSIGNMENT OF MEMBERSHIP INTEREST a. A Member may assign his or her Membership Interest in the Company in whole or in part. The assignment of a Membership Interest does not in and of itself entitle the assignee to participate in management, or otherwise become a Member. The assignee is only entitled to receive to the extent assigned, the distributions the assigning Member would otherwise be entitled to, and the assignee will only become an assignee of a

Membership Interest and not a substitute Member. b. An assignee of a Membership Interest will be admitted as a substitute Member and will be entitled to all the rights and powers of the assignee only if the other Members unanimously consent. If admitted, the substitute Member has, to the extent assigned, all of the rights and powers, and is subject to all of the restrictions and liabilities of a Member.

VIII. MANAGEMENT OF THE COMPANY; OFFICERS a. The Company will be managed by all of its Members. b. Subject to the delegation of rights and powers provided for herein, the Members will have the sole right to manage the business of the


Company. c. The Members shall appoint a President, Secretary, Treasurer or such other officers as they may deem necessary or appropriate to assist with managing the business and affairs of the Company. Unless the Certificate of Formation otherwise provides, any two or more offices may be held simultaneously by the same person, d. The officers of the Company shall hold office until their successors are chosen and qualified, except in case of resignation, death or removal.

The Members may remove any officer at any time with or without cause by vote or consent of a majority in interest of the Members. A vacancy in any office, however created, maybe filled by the Members. e. The President shall have such powers and duties as appertain to that office and as may be prescribed by the Members. f. The Vice Presidents, if any, in the order designated by the Members, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the Members may appoint a President pro tempore. g. The Secretary shall keep the minutes of all meetings of the Members. The Secretary shall keep such books as may be required by the

Members, shall have charge of the seal, minute books and register of Members of the Company, and shall give all notices of meetings of the

Members and shall have such other powers and duties as the Members may prescribe.

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h. The Assistant Secretary, if any, shall perform the duties of the Secretary in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. i. The Treasurer shall receive and have in charge all money, bills, notes, bonds, shares in other corporations and similar property belonging to the

Company, and shall do with the same as may be ordered by the Members. The Treasurer shall formulate and administer credit and collection policies and procedures, and shall represent the Company in its relations with banks and other financial institutions, subject to instructions from the Members, and shall have such other powers and duties as the Members may prescribe. j. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. k. The other officers, if any, shall have such powers and duties as the Members may prescribe. l. Anything in this Article VIII to the contrary notwithstanding, the Members may, from time to time, increase or reduce the powers and duties of the respective officers of the Company whether or not the same are set forth in this Operating Agreement and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them. m. The Members are authorized to determine or to provide the method of determining the compensation of officers. n. Any officer, if required by the Members, shall give bond for the faithful performance of his duties. Any surety on such bond shall be at the expense of the Company. o. The Members are authorized to determine or provide the method of determining how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed. p. The President, the Secretary or the Treasurer of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken. q. Any Member or officer may appoint, employ, or otherwise contract with other persons or entities for the transaction of business of the

Company or the performance of services for or on behalf of the Company as they may deem necessary or appropriate.

Page 4 of 7

r. Any Member, officer, or other person specifically authorized by the Members may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the secretary of state any document required or permitted to be filed under the Act.

IX. VOTING; MEETINGS OF MEMBERS a. Regular meetings of Members may be held at such time and at such place as the Members designate. Special meetings of Members may be called at the request of any Member. b. Except to the extent provided to the contrary in this Operating Agreement, all Members will be entitled to vote on any matter submitted to a vote of the Members. c. Unless a greater vote is required by the Act, the Certificate of Formation, or this Operating Agreement, the affirmative vote or consent of a majority in interest of the Members present at meeting at which a quorum is present will be the act of the Members. d. The consent of all Members will be required to approve the following: 1) the dissolution of the Company; 2) the merger of the Company; 3) the conversion of the Company; 4) the authorization or ratification of acts that would otherwise violate the duty of loyalty; 5) an amendment to the Certificate of Formation; 6) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company other than in the ordinary course of business; 7) the compromise of an obligation to make a contribution; 8) the making of interim distributions; 9) the admission of a new member; 10) the use of the Company’s property to redeem an interest subject to a charging order; 11) an amendment to the Operating

Agreement. e. A majority in interest, represented in person or by proxy, will constitute a quorum for the transaction of business at a meeting of Members. f. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, if consents in writing, setting forth the action taken, are signed by all Members entitled to vote at the meeting. g. A Member may appoint a proxy to vote or otherwise act for the Member by signing an appointment instrument, either personally or by the

Member’s attorney-in-fact. h. A Member may participate in a meeting by means of telephone conference or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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X. INDEMNIFICATION a. The Company shall indemnify any present or former officer of the Company, and may indemnify any present or former Member, employee or agent of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a Member, officer, employee or agent of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. b. To the extent that a present or former officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection herewith. c. Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former Member, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article. d. Expenses (including attorneys’ fees) incurred by a present Member, officer, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. e. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or insurance.

XI. DURATION; DISSOLUTION a. The Company will continue in existence until dissolved pursuant to this Article or the Act. b. The Company will be dissolved and have its affairs wound up and terminated upon the determination of the all of the Members to dissolve the company, or upon the occurrence of any other event causing a dissolution of the Company under Sec. 801 to 804 of the Act.

Page 6 of 7

c. Upon dissolution, the Company will cease carrying on its business and affairs and will commence the winding up of the Company’s business and affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company will be distributed first to creditors to the extent permitted by law in satisfaction of the Company’s debts, liabilities, and obligations, and second to


XII. MISCELLANEOUS PROVISIONS a. This Operating Agreement embodies the entire agreement and understanding among the Members with respect to the subject matter within.

This Operating Agreement supersedes any and all other agreements, either oral or written, among the Members with respect to the subject matter within. b. Every provision of this Operating Agreement is intended to be severable. The invalidity or illegality of any particular provision of this

Operating Agreement will not effect the other provisions, and this Operating Agreement will be construed in all respects as if such invalid or illegal provisions were omitted. c. This Operating Agreement may be amended or revoked at any time by the written consent of all of the Members. d. This Operating Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware.

COOPER US, INC.

By: /s/ Barbara A. Widra

Barbara A. Widra

Assistant Secretary

Page 7 of 7

Exhibit 3.34


OF

COOPER CROUSE-HINDS, INC.

* * * * *

1. The name of the corporation is Cooper Crouse-Hinds, Inc.



3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is Three Thousand Shares (3,000); and the par value of each such share is One Dollar ($1.00).

5. The name and mailing address of each incorporator is as follows:

NAME

Barbara A. Widra

MAILING ADDRESS



The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders, or until a successor is elected and qualified, is as follows:

NAME MAILING ADDRESS

Kirk S. Hachigian 600 Travis, Suite 5800


Terry A. Klebe

Diane K. Schumacher







8. Elections of directors need not be by written, ballot unless the bylaws of the corporation shall so provide.

9. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing provisions shall not eliminate or limit the liability of a director, (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.




Barbara A. Widra

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE

DELAWARE GENERAL CORPORATION LAW

1. The name of the corporation is Cooper Crouse-Hinds, Inc.

2. The date on which the original Certificate of Incorporation was filed with the Secretary of State is June 15, 2004.

3. The name of the limited liability company into which the corporation is herein being converted is Cooper Crouse-Hinds, LLC.

4. The conversion has been approved in accordance with the provisions of Section 266.

COOPER CROUSE-HINDS, INC.


Barbara A. Widra

Assistant secretary


OF

COOPER CROUSE-HINDS, LLC

1. The name of the limited liability company is Cooper Crouse-Hinds, LLC.



IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Cooper Crouse-Hinds, LLC this 11th day of

August, 2004.

COOPER INDUSTRIES, INC.


Barbara A. Widra, Assistant Secretary Authorized

Person

Exhibit 3.35

AMENDED


OF

COOPER CROUSE-HINDS, LLC

THE UNDERSIGNED are all of the Members of Cooper Crouse-Hinds, LLC, a limited liability company formed under the laws of the State of



I. NAME

The name of the Company is Cooper Crouse-Hinds, LLC. The business of the Company may be conducted under such trade or fictitious names as the Members may determine.

II. OFFICES; REGISTERED AGENT a. The principal office of the Company is located at 1209 Orange Street, Wilmington, Delaware. The Company may have other offices, inside or outside the state of Delaware, as the Members may designate. b. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware. The registered agent of the Company for service of process at that address is The Corporation Trust Company.

III. PURPOSE



IV. MEMBERS a. The names of each Member, their capital contributions, and Percentage Interests are as follows:

Name

Cooper US, Inc.


US$ 1,000 b. Membership Interests may be represented by membership certificates or may be uncertificated. Certificates shall be signed by, or in the name of the Company, by the President or Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the

Company. c. Additional Members may be admitted upon the consent of all Members,

1

Percentage Interest

100 %




2





Company. c. The Members shall appoint a President, Secretary, Treasurer or such other officers as they may deem necessary or appropriate to assist with managing the business and affairs of the Company. Unless the Certificate of Formation otherwise provides, any two or more offices may be held simultaneously by the same person, d. The officers of the Company shall hold office until their successors are chosen and qualified, except in case of resignation, death or removal.

The Members may remove any officer at any time with or without cause by vote or consent of a majority in interest of the Members. A vacancy in any office, however created, maybe filled by the Members. e. The President shall have such powers and duties as appertain to that office and as may be prescribed by the Members. f. The Vice Presidents, if any, in the order designated by the Members, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the Members may appoint a President pro tempore. g. The Secretary shall keep the minutes of all meetings of the Members. The Secretary shall keep such books as may be required by the



3


Company, and shall do with the same as may be ordered by the Members. The Treasurer shall formulate and administer credit and collection policies and procedures, and shall represent the Company in its relations with banks and other financial institutions, subject to instructions from the Members, and shall have such other powers and duties as the Members may prescribe. j. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. k. The other officers, if any, shall have such powers and duties as the Members may prescribe.

1. Anything in this Article VIII to the contrary notwithstanding, the Members may, from time to time, increase or reduce the powers and duties of the respective officers of the Company whether or not the same are set forth in this Operating Agreement and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them. m. The Members are authorized to determine or to provide the method of determining the compensation of officers. n. Any officer, if required by the Members, shall give bond for the faithful performance of his duties. Any surety on such bond shall be at the expense of the Company. o. The Members are authorized to determine or provide the method of determining how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed. p. The President, the Secretary or the Treasurer of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken.

4

q. Any Member or officer may appoint, employ, or otherwise contract with other persons or entities for the transaction of business of the

Company or the performance of services for or on behalf of the Company as they may deem necessary or appropriate. r. Any Member, officer, or other person specifically authorized by the Members may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the secretary of state any document required or permitted to be filed under the Act.




5

X. INDEMNIFICATION a. The Company shall indemnify any present or former officer of the Company, and may indemnify any present or former Member, employee or agent of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a Member, officer, employee or agent of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. b. To the extent that a present or former officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection herewith. c. Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former Member, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article. d. Expenses (including attorneys’ fees) incurred by a present Member, officer, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. e. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or insurance.

6

XI. DURATION; DISSOLUTION a. The Company will continue in existence until dissolved pursuant to this Article or the Act. b. The Company will be dissolved and have its affairs wound up and terminated upon the determination of the all of the Members to dissolve the company, or upon the occurrence of any other event causing a dissolution of the Company under Sec. 801 to 804 of the Act. c. Upon dissolution, the Company will cease carrying on its business and affairs and will commence the winding up of the Company’s business and affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company will be distributed first to creditors to the extent permitted by law in satisfaction of the Company’s debts, liabilities, and obligations, and second to





COOPER US, INC.


Barbara A. Widra

Assistant Secretary

7

Exhibit 3.36


OF

RLS INCORPORATED

INTO

COOPER LIGHTING, LLC

Pursuant to Sec. 18-209 of the Delaware Limited Liability Company Act, the undersigned surviving limited liability company submits the following Certificate of Merger for filing and certifies that:

FIRST: The name and jurisdiction of formation or organization of each of the limited liability companies or other business entities that are merging is:

Name

RLS Incorporated

Jurisdiction

Delaware

Cooper Lighting, LLC Delaware

SECOND: A Merger Agreement has been approved and executed by each of the domestic limited liability companies or other business entities which are to merge.

THIRD: The name of the surviving limited liability company is: Cooper Lighting, LLC.

FOURTH: The merger shall become effective on December 31, 2008.

FIFTH: The Merger Agreement is on file at a place of business of the surviving limited liability company which is located at: Cooper

Industries, LLC, 600 Travis, Suite 5600, Houston, TX 77002

SIXTH: A copy of the Merger Agreement will be furnished by the surviving limited liability company, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is to merge. accordance with Sec. 18-209 of the Act by an authorized person of the surviving limited liability company in the merger.



Barbara A. Widra

Assistant Secretary


OF

IO Lighting, LLC

INTO

Cooper Lighting, Inc.

* * * * * * *

Pursuant to Title 8, Section 264 (c) of the Delaware General Corporation Law and Section 3720 of the Illinois Limited Liability Company

Act, the undersigned corporation executed the following Certificate of Merger:

FIRST : The name of the surviving corporation is Cooper Lighting, Inc., a Delaware Corporation, and the names of the limited liability companies being merged into this surviving corporation are:

Name

IO Lighting, LLC

Jurisdiction

Illinois

SECOND : A Merger Agreement has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is: Cooper Lighting, Inc.

FOURTH: The merger shall become effective on December 31, 2007.

FIFTH: The Merger Agreement is on file at a place of business of the surviving corporation which is located at: Cooper Lighting, Inc.,

600 Travis, Suite 5600, Houston, TX 77002.

SIXTH: A copy of the Merger Agreement will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

December, 2007.

COOPER LIGHTING, INC.

By: /s/John B. Reed

John B. Reed, Vice President


OF


1. The name of the limited liability company is Cooper Lighting, LLC.



3. This Certificate of Formation Shall he effective on January 1, 2008.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Cooper Lighting, LLC this 18th day of

December, 2007.

COOPER US, INC., Sole Member


Barbara A. Widra, Assistant Secretary

Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1. The jurisdiction where the Corporation first formed is the State of Delaware.

2. The jurisdiction immediately prior to filing this Certificate is the State of Delaware.

3. The date the Corporation first formed is November 25, 1997.

4. The name of the Corporation immediately prior to filing this Certificate is Cooper Lighting, Inc.

5. The Name of the Limited Liability Company as set forth in the Certificate of Formation is Cooper Lighting, LLC.

6. This Certificate of Conversion shall be effective on January 1, 2008.



Barbara A. Widra

Assistant Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

REGENT LIGHTING CORPORATION

INTO


* * * * * * *

Cooper Lighting, Inc, a corporation organized and existing under the laws of the State of Delaware,


FIRST: That this corporation was incorporated on the 25th day of November, 1997, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of Regent Lighting Corporation, a corporation incorporated

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members dated December 7, 2007 as filed with the minutes of the Board, determined to merge into itself said Regent Lighting Corporation:

Plan of Merger with Regent Lighting Corporation

RESOLVED, that Cooper Lighting, Inc., a Delaware corporation and the owner of all of the outstanding shares of Regent Lighting

Corporation, which is a business corporation of the State of Delaware (hereinafter referred to as the “Merging Corporation”), hereby merges the Merging Corporation into Cooper Lighting, Inc., pursuant to the provisions of Section 253 of the Delaware General

Corporation Law;

RESOLVED, that the separate existence of the Merging Corporation shall cease upon the effective date of the merger pursuant to the provisions of the Delaware General Corporation Law and Cooper Lighting, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the Delaware General Corporation Law;

RESOLVED, that the Certificate of Incorporation of Cooper Lighting, Inc. is not amended in any respect by this Plan of Merger;

RESOLVED, that the issued shares of the Merging Corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the time the merger takes effect shall be surrendered and extinguished;

-1-

RESOLVED, that each share of Cooper Lighting, Inc. outstanding immediately prior to the time the merger takes effect is to be an identical outstanding share of Cooper Lighting, Inc. after the time the merger takes effect;

RESOLVED, that no shares of Cooper Lighting, Inc. and no shares, securities, or obligations convertible into such shares are to be issued or delivered under this Plan of Merger;

RESOLVED, that Cooper Lighting, Inc. shall assume all of the obligations of the Merging Corporation;

RESOLVED, that Cooper Lighting, Inc., as the surviving corporation, agrees to be responsible for the payment of all such fees and franchise taxes as may be due or required of the Merging Corporation;

RESOLVED, that the officers of Cooper Lighting, Inc. be, and each of them hereby is, authorized for and on behalf of the

Corporation to prepare, execute and file a Certificate of Ownership and Merger as prescribed by the laws of the State of Delaware;

RESOLVED, that the merger herein provided for shall be effective on December 30, 2007; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized for and on behalf of the Corporation to execute and deliver any and all other documents and instruments, make any and all filings and to take any and all actions as in their judgment may be necessary, desirable or appropriate (their taking of any such action to be conclusive evidence thereof), in order to carry out the intent and purposes of the foregoing resolutions.

IN WITNESS WHEREOF, said Cooper Lighting, Inc. has caused this Certificate to be signed by John B. Reed, its Vice President this 17 th day of December, 2007.


By: /s/ John B. Reed

John B. Reed

Vice President

-2-


OF

BORDEN/REAVES INC.

(a California corporation)

AND

COOPER CORELITE, INC.

(a Delaware corporation)

INTO

COOPER LIGHTING, INC.

(a Delaware corporation)

********

The undersigned corporation DOES HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME

Borden/Reaves Inc.

STATE OF INCORPORATION

California

Cooper Corelite, Inc.

Cooper Lighting, Inc.

Delaware

Delaware

SECOND: That a Merger Agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 and 252 of the General Corporation Law of

Delaware.

THIRD: That the name of the surviving corporation of the merger is Cooper Lighting, Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The authorized stock and par value of the non-Delaware corporation is 10,000 shares of common stock, no par value, and 10,000 shares of Series A Preferred shares, no par value.

SIXTH: That the executed Merger Agreement is on file at an office of the surviving corporation, the address of which is: 600 Travis, Suite

5800, Houston, Texas 77002.

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SEVENTH: That a copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

EIGHTH: That this Certificate of Merger shall be effective December 31, 2006.

IN WITNESS WHEREOF, this Certificate of Merger is hereby signed for and on behalf of Cooper Lighting Inc. by its Vice President, who does hereby acknowledge that said Certificate of Merger is the act and deed of said corporation and who does hereby state under penalties of perjury that the facts stated herein are true and correct.



By: /s/ James T. Burrell

James T. Burrell, Vice President


MERGING

ATLITE INC.

INTO


*******

Cooper Lighting, Inc, a corporation organized and existing under the laws of the State of Delaware,



SECOND: That this corporation owns all of the outstanding shares of the stock of Atlite Inc., a corporation incorporated on the 4th day of

December, 1997, pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members dated December 8, 2006 as filed with the minutes of the Board, determined to merge into itself said Atlite Inc.:

Plan of Merger with Atlite Inc.

RESOLVED, that Cooper Lighting, Inc., a Delaware corporation and the owner of all of the outstanding shares of Atlite Inc., which is a business corporation of the State of Delaware (hereinafter referred to as the “Merging Corporation”), hereby merges the Merging Corporation into Cooper Lighting, Inc., pursuant to the provisions of Section 253 of the Delaware General Corporation Law;




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RESOLVED, that the officers of Cooper Lighting, Inc. be, and each of them hereby is, authorized for and on behalf of the Corporation to prepare, execute and file a Certificate of Ownership and Merger as prescribed by the laws of the State of Delaware;

RESOLVED, that the merger herein provided for shall be effective on December 31, 2006; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized for and on behalf of the Corporation to execute and deliver any and all other documents and instruments, make any and all filings and to take any and all actions as in their judgment may be necessary, desirable or appropriate (their taking of any such action to be conclusive evidence thereof), in order to carry out the intent and purposes of the foregoing resolutions.

IN WITNESS WHEREOF, said Cooper Lighting, Inc. has caused this Certificate to be signed by James T. Burrell, its Vice President this

14th day of December, 2006.




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MERGING

NORTH AMERICAN CONSUMER PRODUCTS, INC.

INTO


*******

Cooper Lighting, Inc., a corporation organized and existing under the laws of the State of Delaware,



SECOND: That this corporation owns all of the outstanding shares of the stock of North American Consumer Products, Inc., a corporation incorporated on the 9th day of August, 1995, pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members dated December 8, 2006 as filed with the minutes of the Board, determined to merge into itself said North American Consumer

Products, Inc.:

Plan of Merger with North American Consumer Products, Inc.

RESOLVED, that Cooper Lighting, Inc., a Delaware corporation and the owner of all of the outstanding shares of North American

Consumer Products, Inc., which is a business corporation of the State of Delaware (hereinafter referred to as the “Merging Corporation”), hereby merges the Merging Corporation into Cooper Lighting, Inc., pursuant to the provisions of Section 253 of the Delaware General

Corporation Law;




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RESOLVED, that each share of Cooper Lighting, Inc. outstanding immediately prior to the time the merger takes effect is to be an identical outstanding share of Cooper Lighting, Inc. after the time the merger takes effect

RESOLVED, that no shares of Cooper Lighting, Inc. and no shares, securities, or obligations convertible into arch shares are to be issued or delivered under this Plan of Merges;



RESOLVED, that the officers of Cooper lighting Inc. be, and each of them hereby is, authorized for and on behalf of the Corporation to prepare, execute find file a Certificate of Ownership and Merger as prescribed by the laws of the State of Delaware;

RESOLVED, that the merger herein provided for shall be effective at 11:55 pm. on December 30, 2006; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized for and on behalf of the Corporation to execute and deliver any and all other documents and instruments, make any and all filings and to take any and all actions as in their judgment may be necessary, desirable or appropriate (their taking of any such action to be conclusive evidence thereof), in order to carry out the intent and purposes of the foregoing resolutions

IN WITNESS WHEREOF, said Cooper Lighting, Inc. has caused this Certificate to be signed by James T. Burrell, its Vice President this

14th day of December, 2006.



James T. Burrell

Vice President

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CERTIFICATE OF OWNERSHIP AND MERGER of

REGENT MERGERCO, INC.


INTO



It is hereby certified that:

1. Cooper Lighting, Inc. (hereinafter referred to as the “Corporation”) is a business corporation of the State of Delaware.

2. The Corporation is the owner of all of the outstanding shares of common stock of Regent Mergerco, Inc., which is a business corporation of the State of Delaware.

3. Pursuant to the provisions of Section 253 of the Delaware General Corporation Law, the Corporation hereby merges Regent Mergerco, Inc. with and into the Corporation.

4. The following is a copy of the resolutions adopted on March 31, 2000, by the Board of Directors of the Corporation to merge the said

Regent Mergerco, Inc. with and into the Corporation, with the Corporation being the surviving corporation:

PLAN OF MERGER

RESOLVED, that Cooper Lighting, Inc., a Delaware corporation and the owner of all of the outstanding shares of Regent Mergerco,

Inc., which is a business corporation of the State of Delaware (hereinafter referred to as the “Merging Corporation”), hereby merges the

Merging Corporation into Cooper Lighting, Inc., pursuant to the provisions of Section 253 of the Delaware General Corporation Law;








RESOLVED, that the officers of Cooper Lighting, Inc. be, and each of them hereby is, authorized to execute and deliver any and all other agreements, documents and instruments, make any and all filings and to take any and all actions as in their judgment may be necessary, desirable or appropriate, their taking of any such action to be conclusive evidence thereof, in order to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for; and

RESOLVED, that the merger herein provided for shall be effective 12:01 a.m. on April 1, 2000.

Dated: March 31, 2000


By: /s/ Randall B. Ammerman

Randall B. Ammerman, Vice President

Attest:



STATE OF TEXAS )

)

COUNTY OF HARRIS )

BEFORE ME. the undersigned authority, on this 31 day of March, 2000, personally appeared Randall B. Ammerman, Vice President of

Cooper Lighting, Inc., a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and being by me duly sworn, acknowledged to me that he executed the same in the capacity therein stated, as the act and deed of the said corporation, and that the facts stated therein are true.

/s/ Barbara A, Widra

Notary Public in and for the State of Texas


OF


1. The name of the corporation is Cooper Lighting, Inc.


County of New Castle, The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation. Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is Ten Thousand Shares (10,000); all of such shares shall be without par value.

5. The name and mailing address of each incorporator is as follows:

NAME

Barbara A. Widra

MAILING ADDRESS

600 Travis Street, Suite 5800


The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME

D. Bradley McWilliams

MAILING ADDRESS



Ralph E. Jackson, Jr.

Diane K. Schumacher







8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

9. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except that the foregoing provisions shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.



/s/ Barbara A, Widra

Barbara A, Widra

Exhibit 3.37


OF


THE UNDERSIGNED are all of the Members of Cooper Lighting, LLC, a limited liability company formed under the laws of the State of



I. NAME

The name of the Company is Cooper Lighting, LLC. The business of the Company may be conducted under such trade or fictitious names as the

Members may determine.

II. OFFICES; REGISTERED AGENT a. The principal office of the Company is located at 1209 Orange Street, Wilmington, Delaware. The Company may have other offices, inside or outside the state of Delaware as the Members may designate. b. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware. The registered agent of the Company for service of process at that address is The Corporation Trust Company.

III. PURPOSE




Name

Cooper US, Inc.


US$ 1,100

Percentage Interest

100 % b. Membership Interests may be represented by membership certificates or may be uncertificated. Certificates shall be signed by, or in the name of the Company, by the President or Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the

Company. c. Additional Members may be admitted upon the consent of all Members.




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Company. c. The Members shall appoint a President, Secretary, Treasurer or such other officers as they may deem necessary or appropriate to assist with managing the business and affairs of the Company. Unless the Certificate of Formation otherwise provides, any two or more offices may be held simultaneously by the same person. d. The officers of the Company shall hold office until their successors are chosen and qualified, except in case of resignation, death or removal.

The Members may remove any officer at any time with or without cause by vote or consent of a majority in interest of the Members. A vacancy in any office, however created, may be filled by the Members. e. The President shall have such powers and duties as appertain to that office and as may be prescribed by the Members. f. The Vice Presidents, if any, in the order designated by the Members, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the Members may appoint a President pro tempore. g. The Secretary shall keep the minutes of all meetings of the Members. The Secretary shall keep such books as may be required by the



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X. INDEMNIFICATION a. The Company shall indemnify any present or former officer of the Company, and may indemnify any present or former Member, employee or agent of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a Member, officer, employee or agent of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the

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best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. b. To the extent that a present or former officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection herewith. c. Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former Member, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article. d. Expenses (including attorneys’ fees) incurred by a present Member, officer, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. e. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or insurance.

XI. DURATION; DISSOLUTION a. The Company will continue in existence until dissolved pursuant to this Article or the Act. b. The Company will be dissolved and have its affairs wound up and terminated upon the determination of the all of the Members to dissolve the company, or upon the occurrence of any other event causing a dissolution of the Company under Sec. 801 to 804 of the Act. c. Upon dissolution, the Company will cease carrying on its business and affairs and will commence the winding up of the Company’s business and affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company will be distributed first to creditors to the extent permitted by law in satisfaction of the Company’s debts, liabilities, and obligations, and second to



This Operating Agreement supersedes any and all other agreements, either oral or written, among the Members with respect to the subject matter within.

- 6 -

b. Every provision of this Operating Agreement is intended to be severable. The invalidity or illegality of any particular provision of this


IN WITNESS WHEREOF, the undersigned have duly executed this Operating Agreement on this 1st day of January, 2008.

COOPER US, INC.


Barbara A. Widra

Assistant Secretary

- 7 -

Exhibit 3.38


OF

COOPER POWER SYSTEMS, LLC

1. The name of the limited liability company is Cooper Power Systems, LLC.



3. This Certificate of Formation shall be effective on January 1, 2008.

December 2007.

COOPER ELECTRICAL INTERNATIONAL, INC.,

Sole Member


Barbara A. Widra, Assistant Secretary Authorized

Person

Exhibit 3.39


OF

COOPER POWER SYSTEMS, LLC

THE UNDERSIGNED are all of the Members of Cooper Power Systems, LLC, a limited liability company formed under the laws of the State of


Company Act ("the Act"), Title 6, Chapter 18, et seq., as amended from time to time, and do hereby certify and agree as follows:

I. NAME

The name of the Company is Cooper Power Systems, LLC. The business of the Company may be conducted under such trade or fictitious names as the Members may determine.

II. OFFICES; REGISTERED AGENT a. The principal office of the Company is located at 1209 Orange Street, Wilmington, Delaware. The Company may have other offices, inside or outside the state of Delaware as the Members may designate. b. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware. The registered agent of the Company for service of process at that address is The Corporation Trust Company.

III. PURPOSE




Name

Cooper Electrical International, LLC.


US$ 1,232

Percentage Interest

100 % b. Membership Interests may be represented by membership certificates or may be uncertificated. Certificates shall be signed by, or in the name of the Company, by the President or Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the

Company. c. Additional Members may be admitted upon the consent of all Members.

1


V. MEMBERS’ CAPITAL ACCOUNTS a. The Company will maintain a separate capital account for each Member. Each Member's capital account will reflect the Member's capital contributions and increases for the Member's share of any net income or gain of the Company. Each Member's capital account will also reflect decreases for distributions made to the Member and the Member's share of any losses and deductions of the Company. b. Each Member's capital account will be increased by: 1) the amount of money or the fair market value of property contributed by the Member to the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to), 2) the amount of any Company liabilities assumed by the Member, and 3) allocations to the Member of profit, income or gain. c. Each Member's capital account will be decreased by: 1) the amount of money and the fair market value of property distributed to the Member by the Company (net of any liabilities secured by such distributed property that the Member is considered to assume or take subject to), and 2) allocations to the Member of losses, deductions, and expenses. d. In the event of a permitted sale or exchange of an interest in the Company, the capital account of the transferor will become the capital account of the transferee. e. The manner in which capital accounts are to be maintained pursuant to this Operating Agreement is intended to comply with the requirements of Internal Revenue Code Sec. 704(b) and the regulations thereunder. It is the specific intent of the Members that all adjustments as may be required pursuant to Section 704 and any regulations thereunder be made, so as to cause the allocations prescribed hereunder to be respected for tax purposes. f. The fiscal year of the Company will be a calendar year. The books and records of the Company will be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the regulations thereunder.


2





Company. c. The Members shall appoint a President, Secretary, Treasurer or such other officers as they may deem necessary or appropriate to assist with managing the business and affairs of the Company. Unless the Certificate of Formation otherwise provides, any two or more offices may be held simultaneously by the same person. d. The officers of the Company shall hold office until their successors are chosen and qualified, except in case of resignation, death or removal.

The Members may remove any officer at any time with or without cause by vote or consent of a majority in interest of the Members. A vacancy in any office, however created, may be filled by the Members. e. The President shall have such powers and duties as appertain to that office and as may be prescribed by the Members. f. The Vice Presidents, if any, in the order designated by the Members, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the Members may appoint a President pro tempore. g. The Secretary shall keep the minutes of all meetings of the Members. The Secretary shall keep such books as may be required by the


Members and shall have such other powers and duties as the Members may prescribe. h. The Assistant Secretary, if any, shall perform the duties of the Secretary in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the Members may prescribe.

3

i. The Treasurer shall receive and have in charge all money, bills, notes, bonds, shares in other corporations and similar property belonging to the



4

IX. VOTING; MEETINGS OF MEMBERS a. Regular meetings of Members may be held at such time and at such place as the Members designate. Special meetings of Members may be called at the request of any Member. b. Except to the extent provided to the contrary in this Operating Agreement, all Members will be entitled to vote on any matter submitted to a vote of the Members. c. Unless a greater vote is required by the Act, the Certificate of Formation, or this Operating Agreement, the affirmative vote or consent of a majority in interest of the Members present at meeting at which a quorum is present will be the act of the Members. d. The consent of all Members will be required to approve the following: 1) the dissolution of the Company; 2) the merger of the Company; 3) the conversion of the Company; 4) the authorization or ratification of acts that would otherwise violate the duty of loyalty; 5) an amendment to the Certificate of Formation; 6) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company other than in the ordinary course of business; 7) the compromise of an obligation to make a contribution; 8) the making of interim distributions; 9) the admission of a new member; 10) the use of the Company's property to redeem an interest subject to a charging order; 11) an amendment to the Operating


Member's attorney-in-fact. h. A Member may participate in a meeting by means of telephone conference or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

X. INDEMNIFICATION a. The Company shall indemnify any present or former officer of the Company, and may indemnify any present or former Member, employee or agent of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a Member, officer, employee or agent of the Company, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and

5

reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. b. To the extent that a present or former officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection herewith. c. Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former Member, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article. d. Expenses (including attorneys' fees) incurred by a present Member, officer, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. e. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or insurance.

XI. DURATION; DISSOLUTION a. The Company will continue in existence until dissolved pursuant to this Article or the Act. b. The Company will be dissolved and have its affairs wound up and terminated upon the determination of the all of the Members to dissolve the company, or upon the occurrence of any other event causing a dissolution of the Company under Sec. 801 to 804 of the Act. c. Upon dissolution, the Company will cease carrying on its business and affairs and will commence the winding up of the Company's business and affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company will be distributed first to creditors to the extent permitted by law in satisfaction of the Company's debts, liabilities, and obligations, and second to


6




COOPER ELECTRICAL INTERNATIONAL, LLC


Barbara A. Widra

Assistant Secretary

7

Exhibit 3.40


–of–

EAGLE TEXTILE MACHINERY CORPORATION

WE, DAVID GRUSHEVSKY, JOSEPH COHEN and ALEX GRUSHEVSKY, all being of full age and two thirds being citizens of the

United States, and all residents of the State of New York, do hereby certify and set forth: That we propose to form a business corporation, pursuant to and in conformity with the Acts of the Legislature of the State of New York.

FIRST: The corporate name of said corporation shall be EAGLE TEXTILE MACHINERY CORPORATION.

SECOND: The purpose for which said corporation is to be formed are as follows: To purchase, lease and otherwise acquire buildings, shops, factories, stores, offices and salesrooms, and such other buildings and premises in the City of New York or elsewhere for the establishment and maintenance of factories, work- shops and salesrooms with suitable plants and machinery with a view to manufacture, buy, sell, exchange, lease, import, export and generally deal in machinery of all kinds with the accessories thereof, and to carry on any trade or business incidental thereto, or connected therewith, to apply for purchase or otherwise acquire and to hold, own, use, lease, sell, assign, grant and convey all trademarks, patent rights improvements, processes formulae, inventions and apparatus of all kinds whether secured under letters patent of the United States or in any foreign country or in any manner, also to do such acts as are incidental and appurtenant and growing out of

Or connected with any or all of the aforesaid purposes to the same extent and as fully as a natural person might or could in any part of the world.

THIRD: The amount of capital stock of the corporation shall be the sum of Twenty-five thousand ($25000.) Dollars and shall consist of common stock.

FOURTH: The number of shares of which said capital stock shall consist, shall be Two thousand five hundred (2500) shares of the par value of One hundred ($l00.) Dollars, and the amount of capital with which said corporation shall begin business is Six thousand ($6000)

Dollars.

FIFTH: The location of the principal office of the said corporation shall be in the Borough of Manhattan, County of New York, State of

New York.

SIXTH: The duration of the said corporation shall be perpetual.

SEVENTH: The number of Directors of said corporation shall be five, two need not be stockholders.

EIGHT: The names and post office addresses of Directors of said corporation for the first year are as follows:

NAMES

DAVID GRUSHEVSKY

JOSEPH COHEN

ALEX GRUSHEVSKY

POST OFFICE ADDRESSES

58 Norfolk Street, Manhattan,

New York City


New York City

701 East 9th Street, Manhattan,

New York City

NINTH: The names and post office addresses of the subscribers to the certificate and the number of shares of stock which each agrees to take in said corporation are as follows,:

NAMES NUMBER OF SHARES

DAVID GRUSHEVSKY

JOSEPH COHEN

ALEX GRUSHEVSKY



New York City


New York City

701 East 9th Street, Manhattan,

New York City

30

15

15

IN WITNESS WHEREOF, we have made and signed this certificate in duplicate, this 6th day of April, 1920.

(David Grushevsky)

(Joseph Cohen)

(Alex Grushevsky)

STATE OF NEW YORK

CITY OF NEW YORK

COUNTY OF NEW YORK

:

:

: as:

On this 6th day of April, 1920 before me person ally appeared DAVID GRUSHEVSKY, JOSEPH COHEN and ALEX GRUSHEVSKY, to me known and known to me to be the individuals described in and who executed the foregoing certificate and they severally acknowledged to me that they executed the same for the purposes therein set forth.

Notary Public

CERTIFICATE OF CHANGE OF NAME of

EAGLE TEXTILE MACHINERY CORPORATION to

EAGLE ELECTRIC MANUFACTURING CO., INC.

Pursuant to Section 60 of the General

Corporation Law.

We, the undersigned, constituting the holders of record of all the outstanding shares of stock, entitled to vote on a change in the name of said corporation, certify:

1. The name of this corporation is Eagle Textile Machinery Corporation.

3. The new name to be assumed by this corporation is Eagle Electric Manufacturing Co., Inc.

/s/ Louis Ludwig

/s/ David Grushevsky

/s/ Alexander Grushevsky

/s/ Pincus Grushevsky

STATE OF NEW YORK

COUNTY OF KINGS

) SS:

)

On this 20th day of September, 1928, before me personally came Louis Ludwig, David Grushevsky, Alexander Grushevsky and Pincus

Grushevsky, to me known to be the persons described in and who executed the foregoing certificate of change of name, and they thereupon severally duly acknowledged to me that they executed the same.

Notary Public

STATE OF NEW YORK

COUNTY OF KINGS

)

)SS:

)

PINCUS GRUSHEVSKY, being duly sworn, deposes and says that he is the secretary of the Eagle Textile Machinery Corporation; that the persons who have executed the foregoing certificate of change of name of said corporation, either in person or by proxy, constitute the holders of all of the outstanding shares of the corporation entitled to vote on a change in the name of said corporation.

/s/ Pincus Grushevsky

Subscribed and sworn to before me this 20th day of September, 1928.

Notary Public


-of-


-of-

EAGLE ELECTRIC MANUFACTURING CO. INC.

To correct an informality pursuant to Section 10 of the General Corporation Law.

WE, THE UNDERSIGNED, LOUIS LUDWIG, PINCUS GRUSHEVSKY, A. GRUSHEVSKY and D. GRUSHEVSKY, certify, pursuant to Section 10 of the General Corporation Law of the State of New York.

1. We are all the directors of the Eagle Electric Manufacturing Co. Inc. Whose certificate of incorporation was filed in the office of the

Department of State at Albany, New York, on the 13th day of April, 1920 and in the office of the Clerk of the County of New York, on the 10th day of May, 1920.

2. That portion of paragraph marked “Fourth” of the original certificate of incorporation which states that the capital stock shall consist of two thousand five hundred (2500) shades of the par value of One Hundred ($100.00) Dollars, is erroneous, in view of the fact that paragraph marked “Third” of the original certificate of incorporation states that the capital stock shall be the sum of Twenty-five thousand ($25,000.00)

Dollars.

3. Paragraph marked “Fourth” of the original certificate of incorporation should read that the capital stock shall consist of Two Hundred and fifty (250) shares of the par value of One Hundred ($100.00) dollars.

4. That after the correction above mentioned is made, the amended certificate of incorporation shall read as follows:


-of-

EAGLE TEXTILE MACHINERY CORPORATION

We, DAVID GRUSHEVSKY, JOSEPH COHEN and ALEX GRUSHEVSKY, all being of full age and two thirds being citizens of the United States, and all residents of the State of New York, do hereby certify and set forth: That we propose to form a business corporation, pursuant to and in conformity with the Acts of the Legislature of the State of New York.

FIRST: The corporate name of said corporation shall be EAGLE TEXTILE MACHINERY CORPORATION.

SECOND: The purpose for which said corporation is to be formed are as follows:

To purchase, lease and otherwise acquire buildings, shops, factories, stores, offices and salesrooms, and such other buildings and premises in the City of New York or elsewhere for the establishment and maintenance of factories, work- shops and salesrooms with suitable plants and machinery with a view to manufacture, buy, sell, exchange, lease, import, export and generally deal in machinery of all kinds with the accessories thereof, and to carry on any trade or business incidental thereto, or connected therewith, to apply for purchase or otherwise acquire and to hold, own, use, lease, sell, assign, grant and convey all trademarks, patents rights improvements, processes formulae, inventions and apparatus of all kinds whether secured under letters patent of the United States or in any foreign country or in any manner, also to do such acts as are incidental and appurtenant and growing out of or connected with any or all of the aforesaid purposes to the same extent and as fully as a natural person might or could in any part of the world.

THIRD: The amount of capital stock of the corporation shall be the sum of Twenty-five thousand ($25,000.) Dollars and shall consist of common stock.

FOURTH: The number of shares of which said capital stock shall consist, shall be Two hundred fifty (250) shares of the par value of

One hundred ($100.) Dollars, and the amount of capital with which said corporation shall begin business is Six thousand ($6000) Dollars.

FIFTH: The location of the principal office of the said corporation shall be in the Borough of Manhattan, County of New York, State of New York.

SIXTH: The duration of the said corporation shall be perpetual.

SEVENTH: The number of Directors of said corporation shall be five, two need not be stockholders.

EIGHT: The names and post office addresses of Directors of said corporation for the first year are as follows:

NAMES

DAVID GRUSHEVSKY


58 Norfolk Street, Manhattan, New York City

JOSEPH COHEN 47 Norfolk Street, Manhattan, New York City

ALEX GRUSHEVSKY 701 East 9th Street, Manhattan, New York City.

NINTH: The names and post office addresses of the subscribers to the certificate and the number of shares of stock which each agrees to take in said corporation are as follows:-

NAMES

DAVID GRUSHEVSKY

JOSEPH COHEN

ALEX GRUSHEVSKY

58 Norfolk St.

Man. N. Y. City

P.O. ADDRESS

7 Norfolk St.

Man,. N. Y. City

701 East 9th St.

Man. N. Y. City

30

15

15

NUMBER OF SHARES

IN WITNESS WHEREOF, we have made and signed this certificate in duplicate, this 6th day of April, 1920.

(David Grushevsky) L.S.

L.S. (Joseph Cohen)

(Alex Grushevsky) L.S.

STATE OF NEW YORK

CITY OF NEW YORK

COUNTY OF NEW YORK

:

: SS.

:

On this 6th day of April, 1920 before me personally appeared DAVID GRUSHEVSKY, JOSEPH COHEN and ALEX

GRUSHEVSKY, to me known and known to me to be the individuals described in and who executed the foregoing certificate and they severally acknowledged to me that they executed the same for the purposes therein set forth.

JOSEPH LINDE

Commissioner of Deeds for the City of New York.

Certificate filed N.Y. County Register’s Office, 200-9.

Certificate filed Kings County Register’s Office 142.

Certificate filed Kings County Clerk’s Office, 53.

Commission expires May 28, 1920.

IN WITNESS WHEREOF, we have made and signed this amended certificate in duplicate, this 25th day of May, 1932.

STATE OF NEW YORK

CITY OF NEW YORK

COUNTY OF KINGS

:

: SS.

:

On this 25th day of May, 1932 before me personally appeared LOUIS LUDWIG, PINCUS GRUSKEVSKY, A. GRUSHEVSKY, and D. GRUSHEVSKY, to me known and known to me to be the individual described in and who executed the foregoing amended certificate and they severally acknowledged to me that they executed the same.

Certificate of Designation of

Eagle Electric Mfg. Co., Inc.

(Exact Name of Corporation)

The undersigned business corporation hereby certifies pursuant to section 24 of the Stock Corporation Law:

That it hereby designates the Secretary of State of the State of New York as its agent upon whom process in any action or proceeding against it may be served within the State of New York.

That the address to which the Secretary of State shall mail a copy of any process against the corporation which may be served upon him pursuant to law is,

59 to 79 Hall Street

(Street and Number

Brooklyn

(City, Village or Town)

New York

(State)

In Witness Whereof, such corporation has caused this certificate to be executed in its corporate name and under its corporate seal, by

Louis Ludwig its President

(Here insert title of office, either president, vice-president, secretary or treasurer)

(Affix Corporate Seal Here) Eagle Electric Mfg. Co., Inc.

By

STATE OF NEW YORK

COUNTY OF KINGS

person described in and who executed the foregoing certificate, and he thereupon acknowledged to me flat he executed the same for the uses and purposes therein mentioned.

NOTE: If the foregoing acknowledgement is taken without the State of New York, the signature of the Notary Public should be authenticated by a certificate of the clerk of the county in which such notary has power to act, or other proper officer.

This certificate is to be forwarded to the Corporation Division, Department of State, Albany, N.Y., accompanied by $2.00 in payment of the filing fee.

CERTIFICATE OF INCREASE OF CAPITAL STOCK

AND OF NUMBER OF SHARE’S OF EAGLE ELECTRIC

MANUFACTURING CO., INC., PURSUANT TO SECTION 36

OF THE STOCK CORPORATION LAW

We, PHILIP G. LUDWIG and HARRY GISH, being respectively the Vice-President of EAGLE ELECTRIC MANUFACTURING

CO., INC. and the Secretary thereof, certify:

1. The name of this corporation is Eagle Electric Manufacturing Co., Inc.

2. The name under which it was originally incorporated is Eagle Textile Machinery Corporation.

3. The original certificate of incorporation was filed in the office of the Secretary of State on the 13th day of April 1920.

4. The total amount of the previously authorized capital stock is $25,000.00 (Twenty-Five Thousand Dollars).

5. The total number of shares which the corporation is already authorized to issue is 250 (Two Hundred and Fifty), all of which have a par value of $100.00 (One Hundred Dollars) each.

6. All the above shares have equal privileges and voting powers. One Hundred and Thirteen Shares have been issued and One

Hundred and Thirteen Shares are at present outstanding.

7. The amount to which the capital stock is increased is $100,000.00 (One Hundred Thousand Dollars).

8. The number of shares is increased from 250 to 1000, all of which ore to have a par value of $100.00 (One Hundred Dollars) each, the same as heretofore.

9. The total number of shares which the corporation may henceforth have is 1,000 (One Thousand), all of which are to have a par value of $100.00 (One Hundred Dollars) each. The respective designations, privileges and voting powers are to remain as hereto-before.

In witness whereof we have made and subscribed this instrument in triplicate this 11 day of October 1939.

Stats of New York )

) SS.

County of Kings )

On this 11 day of October 1939, before me personally came PHILIP G. LUDWIG and HARRY GISH, to me known to be the persons described in and who executed the foregoing certificate, and they thereupon duly acknowledged to me that they executed the same.

Notary Public

State of New York )

) ss.

County of Kings )

PHILIP G. LUDWIG and HARRY GISH, being duly sworn, depose and say and each for himself deposes and says that Philip G.

Ludwig is the Vice-President of the Eagle Electric Manufacturing Co.,Inc., and that Harry Gish is the Secretary thereof, and that they have been duly authorized to execute and file the foregoing certificate of increase of capital stock and number of shares by the votes of the holders of record of all of the outstanding shares of said corporation entitled to vote therein, cast in person or by proxy at a stock holders meeting held at

No. 59 Hall Street, Borough of Brooklyn, City of New York, on the 26th day of September 1939 at l0 o’clock in the forenoon of that day, upon notice pursuant to section Forty-Five (45), of the Stock Corporation Law.

Subscribed and sworn to before me this 11 day of October 1939.

Notary Public

CERTIFICATE OF INCREASE OF CAPITAL STOCK

AND OF NUMBER OF SHARES OF EAGLE ELECTRIC

MANUFACTURING CO., INC., PURSUANT TO SECTION

36 OF THE STOCK CORPORATION LAW.

We, PHILIP G. LUDWIG and HARRY GISH, being respectively the Vice-President of EAGLE ELECTRIC MANUFACTURING

CO., INC., and the Secretary thereof, certify;

1. The name of this corporation is Eagle Electric Manufacturing Co., Inc.

2. The name under which it was originally incorporated is Eagle Textile Machinery Corporation.

3. The original certificate of incorporation was filed, in the office of the Secretary of State on the 13th day of April 1920.

4. The total amount of the previously authorized capital stock is $100,000.00 (One Hundred Thousand Dollars).

5. The total number of shares which the corporation is already authorized to issue is 1000 (One Thousand), all of which have a par value of $100.00 (One Hundred Dollars) each.

6. Nine Hundred end Four Shares have been issued and Nine Hundred and Four shares are at present outstanding.

7. All the above shares have equal privileges end voting powers.

8. The amount to which the capital stock is increased is $300,000.00 (Three Hundred Thousand Dollars).

9. The number of shares is increased from 1000 to 3000, all of which are to have a par value of $100.00 (One Hundred Dollars) each, the same as heretofore.

10. The total number of shares which the corporation may henceforth have is 3,000 (Three Thousand), all of which are to have a par value of $100.00 (One Hundred Dollars) each. The respective designations, privileges and voting powers are to remain as heretobefore.

In witness whereof we have made and subscribed this instrument in quadruplicate this 6 day of March 1941.

/s/ Philip G. Ludwig

(Philip G. Ludwig)

/s/ Harry Gish

(Harry Gish)

State of New York

County of Kings

)

) ss.

)

PHILIP G. LUDWIG and HARRY GISH, being duly sworn depose and say and each for himself deposes and says that Philip G.

Ludwig is the Vice-President of the Eagle Electric Manufacturing Co., Inc., and that Harry Gish is the Secretary thereof., and that they have been duly authorized to execute and file the foregoing certificate of increase of capital stock and number of shares by the votes of the holders of record of all of the outstanding shares of said corporation entitled to vote thereon, cast in person or by proxy at a stock holders meeting held at

No. 59 Hall Street, Borough of Brooklyn, City of New York, on the 18th day of February, 1941 at 10 o’clock in the forenoon of that day, upon notice pursuant to section forty-five (45), of the Stock Corporation Law.

/s/ Philip M. Ludwig

Philip M. Ludwig

/s/ Harry Gish

Harry Gish

Subscribed and sworn to before me this 6 day of March 1941.

Helen J. May, Notary Public

State of New York

County of Kings

)

) ss.

)

On this 6 day of March 1941, before me personally came PHILIP G. LUDWIG and HARRY GISH, to me known to be the persons described in and who executed the foregoing certificate, and they thereupon duly acknowledged to me that they executed the same.

Notary Public


-of


-of-


(Pursuant to Section 36 of the

Stock Corporation Law)

We, LOUIS LUDWIG and MORRIS GISH, being respectively President and Secretary of EAGLE ELECTRIC MANUFACTURING CO.,

INC., do hereby certify as follows:

FIRST: The name of the Corporation is EAGLE ELECTRIC MANUFACTURING CO., INC. It was originally incorporated under the name “Eagle Textile Machinery Corporation”.

SECOND: The Certificate of Incorporation was filed in the office of the Secretary of State of the State of New York on the 13th day of

April, 1920.

THIRD: The Certificate of Incorporation is amended to effect three changes authorized in subdivision “2” of Section 35 of the Stock

Corporation Law, to wit: To authorize new shares of Preferred Stock with par value and to increase the amount of the Capital Stock of the

Corporation in conformity therewith; To insert provisions with respect to the designations, preferences, privileges and voting powers of the shares which the Corporation is authorized to issue, and the restrictions or qualifications thereof; and to strike out a provision relating, to the dollar amount of minimum capital of the Corporation.

FOURTH: Paragraphs “THIRD” and “FOURTH of the Certificate of Incorporation, as amended, providing for the amount of Capital Stock and the number of shares of such Capital Stock which the Corporation shall have are hereby amended, and the statement of the dollar amount of minimum capital of the Corporation contained in paragraph “FOURTH” is hereby stricken out so that said paragraphs “THIRD” and

“FOURTH” shall henceforth read in their entirety as follows:

“THIRD: The amount of the Capital Stock of the Corporation shall be Two Million Eight Hundred Thousand Dollars ($2,800,000.00), divided into Three Thousand (3,000) shares of Common Stock, having a par value of One Hundred Dollars ($100.00) per share and

Twenty-five Thousand (25,000) shares of Preferred Stock, having a par value of One Hundred Dollars ($100.00) per share.

FOURTH: The designations, preferences, privileges and voting powers of the shares which the Corporation is authorized to issue, and the restrictions and qualifications thereof shall be as follows:

The holders of the Common Stock shall be entitled to one (1) vote for each share of stock at all meetings of stockholders, and shall have the exclusive right to vote. The holders of the Preferred Stock shall not have any vote for any purpose, except as otherwise provided by law.

The holders of the Preferred Stock shall be entitled to cumulative dividends thereon at the rate of Four Dollars ($4.00) per share per annum, and no more, payable out of any and all surplus or net profits of the Corporation, quarterly, semi-annually or annually, as and when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the

Corporation. Said dividend on the Preferred Stock shall be cumulative, so that if the Corporation shall fail in any fiscal year to pay such dividend on all of the issued and outstanding Preferred Stock, such deficiency in the dividend shall be fully paid, but without interest, before any dividend shall. be paid or set apart on the Common Stock. Subject to the foregoing provisions, said Preferred Stock shall not be entitled to participate in any other or additional surplus or net profits of the Corporation.

In the event of the dissolution or liquidation of the Corporation, or a sale of all its assets, whether voluntary or involuntary, or in the event of its insolvency or upon any distribution of its capital, there shall be paid to the holders of the Preferred Stock the par value thereof, to wit:

One Hundred Dollars ($100.00) per share and the amount of all unpaid accrued dividends thereon, before any sum shall be paid or any assets distributed among the holders of the Common Stock; and after the payment to the holders of the Preferred Stock of its par value and the unpaid accrued dividends thereon, the remaining assets and funds of the Corporation “shall be divided among and paid to the holders of the Common shares in proportion to their respective holdings of such shares.

The Board of Directors, in their discretion, may declare and pay dividends on the Common Stock concurrently with dividends on the

Preferred Stock, for any dividend period of any fiscal year when Such dividends are applicable to the Common Stock; provided that all accumulated dividends on the Preferred Stock for all previous fiscal years and all dividends on the Preferred Stock for the previous dividend periods for such fiscal year shall have been paid in full.

The Corporation shall have the right to redeem its Preferred Stock, or any part of such stock, issued and outstanding, at any time by paying to the holder or holders thereof the sum of One Hundred Dollars ($100.00) for each share of such stock, together with the amount of-all accrued dividends due thereon at the time of redemption; provided, however, that any and all such redemptions shall be in the sole discretion of the Board of Directors of the Corporation and. may only be made for any of the following purposes established to the satisfaction of the Board of. Directors and may only be made of such number of shares as are necessary for such of the following purposes:

(1) To enable the estate of a deceased stockholder to pay death taxes and funeral and/or administration expenses of such estate within the meaning of Section 303 (a) of the United States Internal Revenue Code; or (2) To completely terminate a shareholder’s interest within the meaning of Section 302 (b) (3) of the United States Internal Revenue Code. The Corporation may apply toward the redemption of any

Preferred Stock as herein provided any part of its surplus funds and/or an amount of its capital which shall not be greater than .the capital represented by the shares redeemed, but under no circumstances shall the Corporation apply any other funds or any other or further part of its capital toward the redemption of such stock. The redemption of any “such stock shall not be effected where the effect of any such redemption and application of capital thereto shall be to reduce the actual value of the assets of the Corporation to an amount less than the total amount of its debts and liabilities plus the amount of its capital reduced by-the amount of the capital so applied.

The Board of Directors of this Corporation Shall have full power and discretion to determine upon and select from the outstanding

Preferred Stock of this Corporation particular shares for redemption for the purposes set forth, above, and its proceedings and action in this connection shall not be subject to attack except for fraud. In all instances it shall have full power and authority to determine upon and take the necessary proceedings to fully effect such redemption.

Whenever any shares of such Preferred Stock of the Corporation shall be redeemed out of capital, the Corporation shall file a certificate pursuant to Section 29 of the Stock Corporation Law either eliminating such shares from the authorized capital stock or number of shares of the Corporation or restoring such shares to the status of authorized but unissued shares.”

IN WITNESS WHEREOF, we have made and subscribed this Certificate this 22nd day of January, 1962.

/s/ Louis Ludwig

Louis Ludwig, President

/s/ Morris Gish

Morris Gish, Secretary

STATE OF NEW YORK )

) ss.:

COUNTY OF NEW YORK )

On this 22nd day of January 1962, before me personally came LOUIS LUDWIG and MORRIS GISH, to me known and known to me to be the persons described in and who executed the foregoing Certificate of Amendment, and they thereupon duly acknowledged to me that they executed the same.

Notary Public

STATE OF NEW YORK )

) ss.:


LOUIS LUDWIG, being duly sworn, deposes arid says; That he is President of EAGLE ELECTRIC MANUFACTURING.CO.,

INC., that the number of additional shares not resulting from a change of shares which the Corporation is hereby authorized to issue, is 25,000, having a par value of $100.00 per share.

SWORN to before me this

22 day of January, 1962

/s/ Louis Ludwig

Louis Ludwig

Notary Public

STATE OF NEW YORK )

) SS.:


On this 22nd day of January , 1962, before me personally came LOUIS LUDWIG and MORRIS GISH, who did depose and say as follows: That he, Louis Ludwig, is President, and he, Morris Gish, is Secretary of EAGLE ELECTRIC MANUFACTURING CO., INC.; that they have been authorized to execute and file the foregoing Certificate by the votes, cast in person or by proxy, of the holders of record of twothirds of the outstanding shares entitled to vote at the stockholders’ meeting at which such votes were cast, with relation to the proceedings provided for in the Certificate, and that neither the Certificate of Incorporation nor any other certificate filed pursuant to law requires a larger proportion of votes; that such votes were cast at a stockholders’ meeting held on the 17th day of January, 1962, upon notice pursuant to

Section 45 of the Stock Corporation Law.

SWORN to before me this /s/ Louis Ludwig


/s/ Morris Gish

Morris Gish, Secretary

Notary Public

CERTIFICATE OF AMENDMENT of the

CERTIFICATE OF INCORPORATION of


(Under Section 805 of the Business Corporation Law)

We. LOUIS LUDWIG and MORRIS S. GISH, being respectively President and Secretary of EAGLE ELECTRIC

MANUFACTURING CO., INC., do hereby certify as follows:

FIRST: The name of the Corporation is EAGLE ELECTRIC MANUFACTURING CO., INC. It was originally incorporated under the Name “Eagle Textile Machinery Corporation”.

SECOND; The Certificate of Incorporation was filed in the office of the Secretary of State of the State of New York on the 13th day of April, 1920.

THIRD: The Certificate of Incorporation is amended to effect two changes authorized in subdivision (b) of Section 805 of the

Business Corporation Law, to wit: To change the statement as to the relative rights, preferences and limitations in the dividends and to change the address to which the Secretary of State shall mail a copy of process in action or proceeding against the Corporation which may be served upon him.

FOURTH: Paragraph “Fourth” of the Certificate of Incorporation, as amended, providing that the holders of the Preferred Stock shall be entitled to cumulative dividends, therein at the rate of Four Dollars ($4. 00) per share per annum and no more is hereby amended and said paragraph “Fourth” shall henceforth read in its entirety as follows:

“FOURTH: The designations, preferences, privileges and voting powers of the shares which the Corporation is authorized to issue, and the restrictions and qualifications thereof shall be as follows:

The holders of the Common Stack shall be entitled to one (1) vote for each share of stock at all meetings of stockholders, and shall have the exclusive right to vote. The holders of the Preferred Stock shall not have any vote for any purpose, except as otherwise provided by law.

The holders of the Preferred Stock shall be entitled to cumulative, dividends thereon, at the rate of Five Dollars ($5.00) per share per annum and no more, payable out of any and all surplus or net profits of the Corporation, quarterly, semiannually or annually, as and when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the

Corporation. Said dividend on the Preferred Stock shall be cumulative, so that if the Corporation shall fail in any fiscal year to pay such dividend on all of the issued and outstanding Preferred Stock, such deficiency in the dividend shall be fully paid, but without interest, before any dividend shall be paid or set apart on the Common Stock. Subject to the foregoing provisions, said Preferred Stock shall not be entitled to participate in any other or additional surplus or net profits of the Corporation.

In the event of the dissolution or liquidation of the Corporation, or a sale of all its assets, whether voluntary or involuntary, or in the event of its insolvency or upon any distribution of its capital, there shall be paid to the holders of the Preferred Stock the par value thereof, to wit:

One Hundred Dollars ($100. 00) per share and the amount of all unpaid accrued dividends thereon, before any sum shall be paid or any assets distributed among the holders of the Common Stock; and after the payment to the holders of the Preferred Stock of its par value and the unpaid accrued dividends thereon, the remaining assets and funds of the Corporation shall be divided among and paid to the holders of the Common shares in proportion to their respective holdings of such shares.

The Board of Directors, in their discretion, may declare and pay dividends on the Common Stock concurrently with dividends on the

Preferred Stock, for any dividend period of any fiscal year when such dividends are applicable to the Common Stock; provided that all accumulated dividends on the Preferred Stock for all previous fiscal years and all dividends on the Preferred Stock for the previous dividend periods for such fiscal year shall have been paid in full.

“The Corporation shall have the right to redeem its Preferred Stock, or any part of such stock, issued and outstanding, at anv time by paying to the holder or holders thereof the sum of One Hundred Dollars ($ 100. 00) for each share of such stock, together with the amount of all accrued dividends due thereon at the time of redemption; provided, however, that any and all such redemptions shall be in the sole discretion of the Board of Directors of the Corporation and may only be made for any of the following-purposes established to the satisfaction of the Board of Directors and may only be made of such number of shares as are necessary for such of the following purposes:

(1) To enable the estate of a deceased stockholder to pay death taxes arid funeral and/or administration expenses of such estate within the meaning of Section 303 (a) of the United States Internal Revenue Code; or (2) To completely terminate a shareholder’s interest within the meaning of Section 302 (b) of the United States Internal Revenue Code. “The Corporation may apply toward the redemption of any

Preferred Stock as herein provided

any part of its surplus funds and/or an amount of its capital which shall not be greater than the capital represented by the shares redeemed, but under no circumstances shall the Corporation apply any other funds or any other or further part of its capital toward the redemption of such stock. The redemption of any such stock shall not be effected where the effect of any such redemption and application of capital thereto shall be to reduce the actual value of the assets of the Corporation to an amount less than the total amount of its’ debts and liabilities plus the amount of its capital reduced by the amount of the capital so applied.

The Board of Directors of this Corporation shall have full power and discretion to determine upon and select from the outstanding

Preferred, Stock of this Corporation particular shares for redemption for the purposes set forth above, and its proceedings and action in this connection shall not be subject to attack except for fraud. In all instances it shall have full power and authority to determine upon and take the’ necessary proceedings to fully effect such redemption.

Whenever any shares of such Preferred Stock of the Corporation shall be redeemed out of capital, the corporation shall file a certificate pursuant to Section 51 5 of the Business Corporation Law either eliminating such shares from the authorized “capital stock or number of shares of the Corporation or restoring such shares to the status of authorized but unissued shares.

FIFTH: The address to which the Secretary of State shall mail a process against the-Corporation which may be served upon him pursuant to law is:

23-10 Bridge Plaza South

Long Island City

New York 11101

SIXTH: The amendment has been authorized by the votes cast in person or by proxy, of the holders of record of two-thirds of the outstanding shares entitled to vote at a stockholders meeting at which such votes were cast, with relation to the proceedings provided for in the

Certificate.

IN WITNESS THEREOF, we have made and subscribed this Certificate this 28 day of April 1967.

/s/ Louis Ludwig


/s/ Morris Gish

Morris G. Gish, Secretary

STATE OF NEW YORK )

: SS

COUNTY OF QUEENS )

LOUIS LUDWIG and MORRIS S. GISH, each being duly sworn and depose and say as follows: That he, Louis Ludwig, is the President, and he, Morris S. Gish is the Secretary of Eagle Electric Manufacturing Co. , Inc. , the Corporation named in and described in the foregoing

Certificate. That each has read the foregoing Certificate and knows the contents thereof and that the same is true of their own knowledge, except as to those matters therein stated to be alleged upon information and belief, and as to those matters they believe it to be true.

/s/ Louis Ludwig


/s/ Morris Gish

Morris G. Gish, Secretary


Notary Public

CERTIFICATE OF CHANGE AS TO ADDRESS

OF

EAGLE ELECTRIC MANUFACTURING COMPANY, INC.

UNDER SECTION 805A OF THE BUSINESS CORPORATION LAW

Pursuant to the provisions of Section 805A of the Business Corporation Law, the undersigned hereby certify:

FIRST: That the name of the Corporation is Eagle Electric Manufacturing Co., Inc. It was originally incorporated under the name “Eagle Textile

Machinery Corporation”.

SECOND: That the Certificate of Incorporation of the Corporation was filed by the Department of State, Albany, New York, on the 13th day of

April 1920.

THIRD: That the changes to the Certificate of Incorporation effected by this Certificate are as follows:

(a) To change the location of its office in New York City, County of Queens to 45-31 Court Square, Long Island City, New York 11401.

(b) To change the post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him, so that such address shall hereafter be 45-31 Court Square, Long Island City, New York 11101.

FOURTH: That the changes of the Certificate of Incorporation were authorized by the vote of a majority of directors present at a meeting of the

Board at which a quorum was present.

IN WITNESS WHEREOF, this Certificate has been signed this 16th day of August 1973.

EAGLE ELECTRIC MANUFACTURING CO. INC.

/s/ Samuel B. Kluger

SAMUEL B. KLUGER, President

/s/ Jules Popolow

JULES POPOLOW, Secretary

STATE OF NEW YORK )

) ss;

COUNTY OF QUEENS )

SAMUEL B. KLUGER, being duly sworn deposes and says that he is President of Eagle Electric Manufacturing Co. Inc. the corporation mentioned and described in the foregoing instrument; that he has read and signed the same and that the statements contained therein are true.


Notary Public


OF THE


OF



It is hereby certified:

FIRST: The name of the corporation is Eagle Electric Manufacturing Co., Inc. (hereinafter the “Corporation”). It was originally incorporated under the name Eagle Textile Machinery Corporation.

SECOND: The Certificate of Incorporation of the Corporation was filed by the Department of State on April 13, 1920.

THIRD: The following amendment to Article FOURTH of the Certificate of Incorporation, designed to change the provisions regarding redemption of the Preferred Stock of the Corporation, has been duly adopted in accordance with the provisions of Sections 801 and

804 of the Business Corporation Law,

FOURTH: Article FOURTH is hereby deleted in its entirety and substituted in lieu thereof is the following new Article FOURTH:

“FOURTH: The designations, preferences, privileges and voting powers of the shares which the Corporation is authorized to issue, and the restrictions and qualifications thereof shall be as follows:

“The holders of the Common Stock shall be entitled to one (1) vote for each share of stock at all meetings of stockholders, and shall have the exclusive right to vote: The holders of the Preferred Stock shall not have any vote for any purpose, except as otherwise provided by law.

“The holders of the Preferred Stock shall be entitled to cumulative dividends thereon at the rate of Five Dollars ($5.00) per share per annum and no more, payable out of any and all surplus or net profits of the Corporation, quarterly, semi-annually or annually, as and

when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the

Corporation. Said dividend on the Preferred Stock shall be cumulative, so that if the Corporation shall fail in any fiscal year to pay such dividend on all of the issued and outstanding Preferred Stock, such deficiency in the dividend shall be fully paid, but without interest, before any dividend shall be paid or set apart on the Common Stock. Subject to the foregoing provisions, said Preferred Stock shall not be entitled to participate in any other or additional surplus or net profits of the Corporation.

“In the event of the dissolution or liquidation of the Corporation, or a sale of all its assets, whether voluntary or involuntary, or in the event of its insolvency or upon any distribution of its capital, there shall be paid to the holders of the Preferred Stock the par value thereof, to wit:

One Hundred Dollars ($100.00) per share and the amount of all unpaid accrued dividends thereon,, before any sum shall be paid or any assets distributed among the holders of the Common Stock; and after the payment to the holders of die Preferred Stock of its par value and the unpaid accrued dividends thereon, the remaining assets and funds of the Corporation shall be divided among and paid to the holders of the Common Stock in proportion to their respective holdings of such stock.

“The Board of Directors, in their discretion, may declare and pay dividends on the Common Stock concurrently with dividends on the

Preferred Stock, for any dividend period of any fiscal year when such dividends are applicable to the Common Stock; provided that all accumulated dividends on the Preferred Stock for all previous fiscal years and all dividends on the Preferred Stock for the previous dividend periods for such fiscal year shall have been paid in full.

“The Corporation shall have the right to redeem its Preferred Stock, or any part of such stock, issued and outstanding, at any time by paying to the holder or holders thereof the sum of One Hundred Dollars ($100.00) for each share of such stock, together with the amount of all accrued dividends due thereon at the time of redemption: provided, however, that any and all such redemptions shall be in the sole discretion of the Board of Directors of the Corporation. The Corporation may apply toward the redemption of any Preferred Stock as herein provided any part of its surplus funds find/or an amount of its capital which shall not be greater than the capital represented by the shares redeemed, but under no circumstances shall the Corporation apply any other funds or any other or further part of its Capital toward the redemption of such stock. The redemption of any such stock shall not be effected where the effect of any such redemption and application of capital thereto shall be to reduce the actual value of the assets of the Corporation to an amount less than the total amount of its debts and liabilities plus the amount of its capital reduced by the amount of the capital so applied.

“The Board of Directors of this Corporation shall have full power and discretion to determine upon and select from the outstanding

Preferred Stock of this Corporation particular shares for redemption, and its proceedings and action in this connection shall not be subject to attack except for fraud. In all instances it shall have full power and authority to determine upon and take the necessary proceedings to fully effect such redemption in accordance with all applicable provisions of law. Notice of such

redemption specifying the time and place of redemption within the City of New York, shall be mailed to the holders of Preferred Stock to be redeemed at their respective addresses as the same may appear on the records of the Corporation at least ten (10) and not more than fifty

(50) days prior to the date specified therein for redemption. From and after the date specified in any such notice as the redemption date, unless the Corporation shall fail to provide moneys at die time and place specified in such notice for the payment of the redemption price, all dividends on the Preferred-Stock called for redemption shall cease to accrue and, all rights of the holders thereof as stockholders of the

Corporation, except the right to receive the redemption price, shall cease and terminate.

“Whenever any shares of such Preferred Stock of the Corporation shall be redeemed out of capital, the Corporation shall file a certificate pursuant to Section 515 of the Business Corporation Law either eliminating such shares from the authorized capital stock or number of shares of the Corporation or restoring such shares to the status of authorized but unissued shares.”

FIFTH: This amendment of the Certificate of Incorporation of the Corporation was authorized by unanimous vote, of the Board of

Directors followed by (i) the vote of the holders of a majority of all of the outstanding shares of Common Stock entitled to vote thereon, and

(ii) the vote of the holders of a majority of all of the outstanding shares of Preferred Stock.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of the Certificate of Incorporation on behalf of the Corporation, affirming under the penalties of perjury that the statements herein contained are true and correct this 25th day of July,

1995.

/s/ Neal W. Kluger

NEAL W. KLUGER, President

/s/ Alan R. Gish

ALAN R. GISH, Secretary


OF THE


OF



It is hereby certified:

FIRST: The name of the Corporation is Eagle Electric Manufacturing Co., Inc. (hereinafter the “Corporation”). It was originally

Incorporated under the name Eagle Textile Machinery Corporation.

SECOND: The Certificate of Incorporation of the corporation was filed by the Department of State on April 13, 1920.

THIRD: The following amendment to Article SEVENTH of the Certificate of Incorporation, designed to change the provisions regarding the number and qualifications of Directors that shall constitute the Board of Directors, has been duly adopted in accordance with the provisions of Section, 801 of the Business Corporation Law.

FOURTH: Article SEVENTH is hereby deleted in its entirety and substituted in lieu thereof is the following new Article SEVENTH:

“SEVENTH” The number of members of the Board of Directors of the Corporation shall be between six and eight, as fixed from time to time by the Board of Directors. The size of the Board of Directors may not be altered to be fewer than six or more than eight members unless authorized by a vote of two-thirds of all outstanding common shares of the Corporation.”

FIFTH: This amendment of the Certificate of Incorporation of the Corporation was authorized by a vote of the Board of Directors of the Corporation followed by the affirmative vote of the holders of a majority of all outstanding shares of the stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, the undersigned executed this Certificate of Amendment of the Certificate of Incorporation on behalf of the Corporation, affirming under the penalties of perjury that the statements herein contained are true and correct this 27th day of July 1995.

/s/ Neal W. Kluger

NEAL W. KLUGER, President

/s/ Alan R. Gish

ALAN R. GISH, Secretary


OF

EAGLE PLASTICS CORPORATION

INTO



It is hereby certified by the corporation named herein as the surviving corporation as follows:

FIRST: The Board of Directors of the corporation named herein as the surviving corporation has adopted a plan of merger setting forth the terms and conditions of merging the corporation named herein as the subsidiary corporation into said surviving corporation.

SECOND. The name of the subsidiary corporation to be merged, the certificate of incorporation of which was filed by the

Department of State on July 7, 1939 is Eagle Plastics Corporation (the “Subsidiary Corporation”).

THIRD: The name of the surviving corporation, the certificate of incorporation of which was filed by the Department of State on

April 13, 1920, is Eagle Electric Manufacturing Co., Inc. (the “Surviving Corporation”). The name under which said corporation was formed is

Eagle Textile Machinery Corporation.

FOURTH: The designation and number of outstanding shares of each class of the Subsidiary Corporation, all of which are owned by the Surviving Corporation, as set forth in the plan of merger, are as follows:

DESIGNATION

Common

NUMBER

201.700

FIFTH: The effective date of the merger of the Subsidiary Corporation into the Surviving Corporation shall be December 31, 1995.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Date: December 20, 1995

/s/ Neal W. Kluger

NEAL W. KLUGER, President of the

Surviving Corporation

/s/ Alan R. Gish

ALAN R. GISH, Secretary of the

Surviving Corporation

Certificate of Merger of

CGL Acquisition, Inc. and

Eagle Electric Manufacturing Co., Inc. into

Eagle Electric Manufacturing Co., Inc.

Under Section 904 of the Business Corporation Law

It is certified on behalf of each of the-constituent corporations herein named as follows

The Plan of Merger was adopted by the board of directors of each constituent corporation.

1. The name of each constituent corporation is as follows: CGL Acquisition, Inc. and Eagle Electric Manufacturing Co., Inc. The name of the surviving corporation is Eagle Electric Manufacturing Co., Inc.

2. The number of outstanding shares of CGL Acquisition, Inc. is 200 common shares at no par value, all of which shares are entitled to vote. The number of outstanding shares of Eagle Electric Manufacturing Co., Inc. is 2,499 common shares at no par value, all of which shares are entitled to vote.

3. The number of authorized shares of the surviving corporation shall remain the same. The Certificate of Incorporation of Eagle Electric

Manufacturing. Co., Inc., the surviving corporation, shall remain the Certificate of Incorporation of the corporation surviving the merger except that it shall be amended as follows:

(i) Article Second, describing the purposes for which this corporation is formed, is hereby deleted in its entirety and replaced by the following:

“SECOND. The corporation is formed for the following purposes:

To engage in any lawful act or activity for which corporations may be organized under this chapter, provided, that it is not formed to engage in any act or activity requiring consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.”

(ii) Article Seventh, describing certain provisions relating to the Board of Directors, is hereby deleted in its entirety.

(iii) Article Eighth, relating to the names and post office addresses of directors of the corporation, is hereby deleted in its entirety.

(iv) Article Ninth, relating to the names and post office addresses of the Subscribers to shares of the capital stock of the corporation, is hereby deleted in its entirety.

(v) The corporation shall change the post office address for receipt of service of process and, to effect such change, hereby adopts the following Article Seventh, designating the Secretary of State as the agent of the corporation upon whom process against the corporation may be served and setting forth the address to which the Secretary of State shall mail a copy of any process against the corporation which may be served upon him:

“SEVENTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o CT Corporation System

111 8th Avenue

New York, NY 10011.”

4. The certificate of incorporation of CGL Acquisition, Inc., was filed by the Department of State on the 23rd day of December, 1999, and the certificate of incorporation of Eagle Electric Manufacturing Co., Inc., was filed by the Department of State on the 13th day of April, 1920 under the name Eagle Textile Machinery Corporation.

5. The merger was authorized by the shareholders of CGL Acquisition, Inc., by written consent of the holders of all outstanding 200 shares entitled to vote thereon, and at a meeting of the shareholders of Eagle Electric Manufacturing, Co , Inc., by vote of the holders of 91.4% of all outstanding shares entitled to vote thereon.

6. The merger shall be effective on the date of the filing of the Certificate of Merger with the Department of State.

Signed on March 15, 2000

CGL Acquisition, Inc.

By /s/ David A. White, Jr.

David A. White, Jr.

Vice President

Eagle Electric Manufacturing Co., Inc

By /s/ Eileen Ludwig

Eileen Ludwig

Chairperson of the Board


OF THE CERTIFICATE OF INCORPORATION

OF


UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

FIRST: The name of the Corporation is Eagle Electric Manufacturing Co., Inc. The Corporation was originally incorporated under the name “Eagle Textile Machinery Corporation”.

SECOND: The Certificate of Incorporation of said corporation was filed by the Department of State on April 13, 1920.

THIRD: The certificate of incorporation is amended to change the name of the Corporation from Eagle Electric Manufacturing Co., Inc. to


FOURTH: Article FIRST is amended to read as follows:

“FIRST. The name of the Corporation shall be: Cooper Wiring Devices, Inc.”

FIFTH: This amendment to the Certificate of Incorporation of the Corporation was authorized by a vote of the Board of Directors of the

Corporation followed by the affirmative vote of the holders of a majority of all outstanding shares of stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of the Certificate of Incorporation on behalf of the Corporation this 26th of June, 2001.




And /s/Terrance V. Helz

Terrance V. Helz, Secreary


OF

COOPER NOVITAS, INC.

INTO



We, the undersigned, John B. Reed and Terrance V. Helz being respectively the Vice President and the Secretary of Cooper Wiring

Devices, Inc. and James T. Burrell and Barbara A. Widra being respectively the Vice President and Assistant Secretary of Cooper Novitas, Inc. hereby certify:

1. (a) The name of each constituent corporation is follows:

Cooper Novitas, Inc.


(b) The name of the surviving corporation is Cooper Wiring Devices, Inc. and following the merger its name shall be Cooper Wiring

Devices, Inc.

2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:

Name of Corporation

Coopar Novitas, Inc.


Designation and number of shares in each class or shares outstanding

1,000

2,499

Class or series of shares entitled to vote

Common stock

Common stock

Shares entitled to vote as a class or series

1,000

2,499

3. No amendments or changes will be made in the Certificate of Incorporation of the surviving entity.

4. (a) The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:

NAME OF CORPORATION

Cooper Wiriting Devices, Inc.

Cooper Novitas, Inc., a California Corporation

DATE OF INCORPORATION

April 13, 1920

Incorporated In California on June 21, 1977

(b) Cooper Wiring Devices, Inc. was originally formed under the name: Eagle Textile Machinery Corporation. Cooper Novitas, Inc. has not filed an application for authority to do business in New York.

5. The merger was adopted by each New York constituent corporation in the following manner: As to Cooper Wiring Devices, Inc. by the written consent of 100% of the issued and outstanding shares entitled to vote therein.

6. Cooper Novitas, Inc. has complied with the applicable provisions of the laws of the State of California in which it Is Incorporated and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by unanimous written consent of the board of directors and unanimous written consent of the shareholders.

7. The merger shall be effective on the 30th day of April, 2006. true under penalties of perjury.

COOPER WIRING DIVICES, INC.

/s/ John B. Reed

John B. Reed, Vice Prsident



COOPER NOVITAS, INC.

/s/ James T. Burrell


/s/ Barbara A. Wildra

Barbara A. Wildra, Assistant Secretary

CERTIFICATE

OF

MERGER

OF

EAM Asset Management Corp.


INTO


(a New York corporation)


*****

1. Cooper Wiring Devices, Inc., a corporation of the State of New York, owns all of the outstanding shares of common stock of EAM Asset

Management Corp., a corporation of the State of Delaware.

2. As to each subsidiary corporation, the designation and number of outstanding shares and the number of such shares owned by the surviving corporation are as follows:

Designation and Number

Name of Subsidiary

EAM Asset Management Corp. of Outstanding Shares

1,500 shares of common stock

Number of Shares

Owned by Survivor

1,500 shares of common stock

3. (a) The certificate of incorporation of Cooper Wiring Devices, Inc., originally formed as Eagle Textile Machinery Corporation, was filed with the Department of State on the 13th day of April, 1920.

(b) EAM Asset Management Corp. was incorporated under the laws of the State of Delaware on the 18th day of December, 1996, and no application has been filed for authority to do business in the State of New York.

(c) The merger is permitted by the laws of the state of incorporation of each, foreign subsidiary and is in compliance therewith.

5. The plan of merger was adopted by the Board of Director of the surviving corporation.

6. The merger shall be effective on the 31st day of December, 2006.


By. /s/ James T. Burrell


Exhibit 3.41

BY-LAWS of


ARTICLE I

Shareholders

Section 1. Annual Meeting . A meeting of shareholders of the Corporation shall be held annually at the principal office of the Corporation in the Borough of Queens, City of New York, at four o'clock in the afternoon on the first Tuesday in June, or at such other place within or without the State of New York and at such time on such other date as may be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.

Section 2. Special Meetings . Special meetings of the shareholders of the Corporation may be called by the Chairman of the Board, the

Chief Executive Officer, or by a majority of the directors then in office, and shall be called by the Secretary upon the written request of the shareholders of record holding at least two-thirds in number of the issued and outstanding shares of the Corporation entitled to vote at such meeting. Special meetings shall be held at such place within or without the State of New York and at such time on such date as shall be specified in the call thereof.

Section 3. Notice of Meetings . Written notice of each annual or special meeting of shareholders stating the place, date and hour thereof and, if it is for a special meeting, the purpose or purposes for which the meeting is called and the person or persons issuing or directing the call thereof, shall be delivered personally or shall be mailed, not less than ten nor more than fifty days before the date of such meeting, to each person who appears on the books of the Corporation as a shareholder entitled to vote at such meeting. Such notice, if mailed, shall be directed to the shareholders at his address as it appears on the record of shareholders, or, if he shall have filed with the Secretary a written request that notices to him be mailed to some other address, at such other address. If, at any meeting of shareholders, action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect. Whenever all the shareholders entitled to vote at any meeting of shareholders shall have waived notice of such meeting either before or after such meeting, such meeting shall be valid for all purposes. A shareholder who shall be present in person or represented by proxy at any meeting and who shall not have protested prior to the conclusion of the meeting the lack of notice thereof shall be deemed to have waived notice of such meeting. At any annual meeting of shareholders, any business whatsoever that shall be brought before the meeting may be transacted whether or not referred to in the notice of the meeting. If the notice of a special meeting of shareholders shall state as a purpose of the meeting the transaction of any business whatsoever, any corporate action may validly be taken at such meeting. If any meeting of shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted

on the original date of the meeting. However, if after such adjournment the Board of Directors shall fix a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at such meeting.

Section 4. Quorum . At any meeting of shareholders a quorum for the transaction of any business shall consist of the holders, present in person or represented by proxy, of a majority in number of the issued and outstanding shares of the Corporation entitled to vote at such meeting.

If there shall not be a quorum at any meeting of shareholders, the holders of a majority in number of the shares entitled to vote present in person or represented by proxy at such meeting may adjourn such meeting from time to time, without notice other than announcement at such meeting, until holders of the amount of shares required to constitute a quorum shall be present in person or represented by proxy.

Section 5. Voting . Each share entitled to vote on any matter before any meeting of shareholders, present in person or represented by proxy, shall carry the right to one vote upon such matter.

Section 6. Record Date . The Board of Directors may prescribe a date, which date shall not be more than fifty nor less than ten days before the date of such meeting, as the record date for the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof. The Board of Directors also may prescribe a date, which date shall not be more than fifty days prior to such action, as the record date for the purpose of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action.

Section 7. Inspectors . The Board of Directors, in advance of any meeting of shareholders, may appoint one or more inspectors to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the meeting of shareholders may, and on the request of any shareholder entitled to vote thereat shall, appoint inspectors. If appointed on the request of one or more shareholders, the holders of a majority of shares present and entitled to vote thereat shall determine the number of inspectors to be appointed. If any person so appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors so appointed shall determine the number of shares outstanding and voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

ARTICLE II

Directors

Section 1. Number. Election and Qualifications . The number of directors of the Corporation shall be between six (6) and eight (8) as designated by the directors unless a different number is authorized by the affirmative vote of the holders of at least two thirds of the common shares outstanding. Except as provided in Section 14 of this Article II, directors shall be elected at the annual meeting of the shareholders upon the affirmative votes of a majority in number of the shares entitled to vote at such meeting in person or represented by proxy. Each of the directors shall be at least twenty-one years of age.

Section 2. Term of Office . Each director shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified, unless he shall have resigned or shall have been removed as provided in Section 12 of this Article II.

Section 3. Powers and Duties . Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board of Directors shall have the control and management of the business and affairs of the Corporation and shall exercise all the powers that may be exercised by the Corporation.

Section 4. Meetings . The Board of Directors shall meet for the election of officers and for the transaction of any other business as soon as practicable after the annual meeting of shareholders, and other regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called at any time by the Chairman of the

Board, the Chief Executive Officer, or by a majority of the Directors then in office.

Section 5. Notice of Meetings . No notice need be given of the first meeting of the Board of Directors after the annual meeting of shareholders or of any other regular meeting of the Board of Directors. Notice of the date, time and place of each special meeting shall be mailed by regular mail to each director his designated address at least six days before the meeting; or sent by overnight courier to each director at his designated address at least two days before the meeting (with delivery scheduled to occur no later than the day before the meeting); or given by hand delivery, telecopy or telegraph to each director at his designated address at least 24 hours before the meeting; provided, that if less than five days' notice is provided and at least one half of the members of the Board of Directors then in office object in writing prior to or at the commencement of the meeting, such meeting shall be postponed until the fifth day after such notice was given pursuant to this sentence (or for such shorter period to which a majority of those who objected may agree in writing); provided that notice of such postponed meeting is given in accordance with this Section 5. The notice of the special meeting shall state the general purpose of the meeting, but other

routine business may be conducted at the special meeting without such matter being stated in the notice. Whenever all of the directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. A director who is present at any meeting and who has not protested, prior to the meeting or at its commencement, the lack of notice to him, shall be deemed to have waived notice of such meeting. In any case, any acts or proceedings taken at a directors' meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent directors’ meeting that is legally and validly called. Except as otherwise provided herein, notice of any directors’ meeting or any waiver thereof need not state the purpose of the meeting, and, at any directors’ meeting duly held as provided in these by-laws, any business within the general province and authority of the Board of Directors may be transacted.

Section 6. Place of Meetings. The Board of Directors may hold its meetings either within or without the State of New York.

Section 7. Quorum. At any meeting of the Board of Directors, a majority of the directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.

Section 8. Participation by Telephone. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors of such Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9. Voting. At all meetings of the Board of Directors, each director shall have one vote.

Section 10. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be taken without a meeting if all members of the Board of Directors or any such Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or any such

Committee shall be filed with the minutes of the proceedings of the Board of Directors or such Committee.

Section 11. Compensation . Except as otherwise determined at a meeting of shareholders, the directors shall not receive any compensation for their services as such except that the Board of Directors may fix fees for attendance at meetings and may authorize the Corporation to pay the traveling and other expenses of directors incident to their attendance at meetings.

Section 12. Removal . Any directors may be removed at any time, with or without cause, by the written consent or vote of the holders of two-thirds in number of the issued and outstanding shares of the Corporation entitled to vote at any special meeting of shareholders called for that purpose.

Section 13. Resignation . Any director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.

Section 14. Vacancies . Any vacancy occurring in the Board of Directors, whether because of death, resignation or removal, with or without cause, or any other reason, may be filled by the vote of a majority of the directors then in office at any directors’ meeting or by the shareholders at any shareholders’ meeting. A director elected to fill a vacancy shall hold office for the unexpired term of his predecessor.

Section 15. Committees . The Board of Directors may designate from among the directors an Executive Committee and other committees, each consisting of three or more directors, to serve at the pleasure of the Board of Directors. Each such committee shall have such of the authority of the Board of Directors as the Board of Directors shall determine, except that no such committee shall have authority (a) to submit to the shareholders any action that needs shareholders’ authorization pursuant to law, (b) to fill vacancies in the Board of Directors or in any committee, (c) to fix the compensation of the directors for serving on the Board of Directors or on any committee, (d) to amend or repeal these

By-Laws or to adopt new By-Laws or (e) to amend or repeal any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. The Board of Directors may designate one or more directors, as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

ARTICLE III

Officers

Section 1. Election and Qualifications . As soon as conveniently possible after each annual meeting of shareholders, the Board of Directors shall elect or appoint (a) a Chairman of the Board, (b) a Vice-Chairman and Chief Executive Officer, (c) a President and Chief Operating Officer and two Executive Vice-Presidents, who will each be a member of the office of the President, (d) one or more Vice-Presidents, (e) a Secretary and (f) a Treasurer, and may elect or appoint at such time and from time to time such additional officers as it deems advisable. No officer need be a director. The same person may hold more than one office, except that the same person may not be both President and Secretary.

Section 2. Term of Office. Vacancies . Each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been elected or appointed and qualified, unless he shall have resigned or shall have been removed as provided in Section 10 of this Article III. Any vacancy occurring in any office whether because of death, resignation or removal, with or without cause, or other reason, shall be filled by the Board of Directors.

Section 3. Powers and Duties of the Chairman of the Board . The Chairman shall preside at all meetings of the Board of Directors and at all meetings of shareholders. He shall have such other powers and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 4. Powers and Duties of the Vice-Chairman and Chief Executive Officer . The Vice Chairman and Chief Executive Officer shall be the chief executive and administrative officer of the Corporation and have general charge and supervision of the affairs of the Corporation. He shall from time to time make such reports of the affairs and operations of the Corporation as the Board of Directors may direct. In the absence of the Chairman of the Board, he shall preside at all meetings of the Board of Directors and at all meetings of shareholders. He shall have such other powers and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 5. Office of the President . The President and Chief Operating Officer and the two Executive Vice-Presidents shall each be a member of the office of the President. The President and Chief Operating Officer together with the Executive Vice-Presidents shall coordinate and supervise the operations of the Corporation across functional areas, subject to the supervision and control of the Vice-Chairman and Chief

Executive Officer. The President and Chief Operating Officer and the Executive Vice-Presidents shall reach decisions by agreement in a collaborative manner, subject to the delegation of decision making among themselves for specific areas of responsibility on a function by function basis.

Section 6. Powers and Duties of the Vice-Presidents . Each of the Vice-Presidents shall have such other powers and shall perform such other duties as may from time to time be assigned to him by the Board of Directors. Each of the Vice-Presidents shall report to the members of the office of the President.

Section 7. Powers and Duties of the Secretary . The Secretary shall record and keep the minutes of all meetings of shareholders and, if so requested, the minutes of the meetings of the Board of Directors. He shall be custodian of, and shall make or cause to be made the proper entries in, the minute book of the Corporation and such books and records as the Board of Directors may direct. He shall be the custodian of the seal of the Corporation and shall affix such seal to such contracts, instruments and other documents as the Board of Directors or any committee thereof may direct. He shall have such other powers and shall perform such other duties as may from time to time be assigned to him by the Board of

Directors.

Section 8. Powers and Duties of the Treasurer . The Treasurer shall be the custodian of all funds and securities of the Corporation.

Whenever so directed by the Board of Directors, he shall render a statement of his cash and other accounts, and he shall cause to be entered regularly in the books and records of the Corporation to be kept for such purpose and full and accurate accounts of the Corporation’s receipts and disbursements. He shall at all reasonable times exhibit his books and accounts to any director of the Corporation upon application at the principal office of the Corporation during business hours. He shall have such other powers and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 9. Delegation . In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may from time to time delegate all or any part of the powers or duties of any officer to any other officer or to any director or directors.

Section 10. Removal . Any officer may be removed at any time, with or without cause, by a vote of the majority of the Directors then in office at any meeting of the Board of Directors.

Section 11. Resignation. Any officer may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.

ARTICLE IV

Shares

Section 1. Certificates . The shares of the Corporation shall be represented by Certificates signed by the Chairman of the Board, the Vice-

Chairman and Chief Executive Officer, any member of the office of the President, or any Vice-President, and by the Secretary, any Assistant

Secretary, the Treasurer or by any Assistant Treasurer. Each certificate representing shares shall state upon the face thereof (a) that the

Corporation is formed under the laws of the State of New York, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents and (d) the par value, if any, of each share represented by such certificate.

Section 2. Transfer of Shares . The shares of the Corporation shall be assignable and transferable on the books of the Corporation only by the person in whose name they appear on such books, or by his duly authorized attorney, upon surrender of the certificate properly endorsed. In case of assignment or transfer by power of attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the

Corporation.

ARTICLE V

Execution of Bills, Notes, Etc.

All bills payable, notes, checks, drafts, warrants and other obligations of the Corporation shall be made in the name of the Corporation and shall be signed by such officer or officers as the Board of Directors may from time to time designate.

ARTICLE VI

Seal

The seal of the Corporation shall contain the name of the Corporation, the words, “Corporate Seal”, the year of its organization and the words

“New York”.

ARTICLE VII

Indemnification

A. The Corporation shall, to the extent legally permissible, indemnify any person made, or threatened to be made a party to an action or proceeding (other than one by or in the right of the Corporation to procure a judgment in its favor) whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity against judgments, fines, amounts paid in settlements and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or other proceeding, or any appeal therein, if such director or officer acted, in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit trust or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

B. The Corporation shall, to the extent legally permissible, indemnify any person made, or threatened to be a party to an action or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any other corporation, of any type or kind, foreign or domestic, or any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlements and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or other proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation, except that no indemnification under this Section B shall be made in respect of (1) a threatened action or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the

Corporation unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

C. (1) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections A and B shall be entitled to indemnification as authorized in such sections.

(2) Except as provided in paragraph (1) hereof, any indemnification under Sections A and B or otherwise permitted by Section E, unless ordered by a court shall be made by the Corporation, only if authorized in the specific case:

(a) By the board acting by a quorum of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Sections A and B or established pursuant to Section E as the case may be, or,

(b) If a quorum under subparagraph (a) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs;

(i) By the board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such director or officer, or

(ii) By the shareholders upon finding that the director or officer has met the applicable standard of conduct set forth in such sections.

(3) Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of Section 725 of the New York Business Corporation Law.

D. The right of indemnification under this Article VII shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this Article VII shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal.

E. The indemnification provided hereunder may, to the extent authorized by the Corporation, apply to the directors, officers and other persons associated with constituent corporations that have been merged into or consolidated with the Corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Corporation.

F. The indemnification and advancement of expenses under this Article VII shall not be deemed exclusive of any other rights to which such director or officer seeking indemnification or the advancement of expenses may be entitled, whether contained in the certificate of incorporation or the by-laws, or when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

G. Nothing contained in this Article VII shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

ARTICLE VIII

Amendment of By-Laws

These By-Laws may be altered, amended, added to or repealed at any special meeting of shareholders called for that purpose or at any annual meeting of shareholders by the vote of the holders of a majority in number of the issued and outstanding shares of the Corporation entitled to vote at such meeting or, unless the shareholders have taken action with respect to these By-Laws inconsistent therewith during the preceding year, at any meeting of the Board of Directors called for that purpose by the vote of a majority of the directors then in office.

By-law Amendment June 12, 2007

Directors

Section 1. Number, Election and Qualifications. The number of directors which shall constitute the whole board of directors shall be not less than three (3) nor more than eight (8). The actual number of directorships shall be determined by resolution adopted by a majority of the board of directors or by the holders of the majority of shares entitled to vote thereon at any annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 14 of this Article. Directors need not be shareholders.

By-law Amendment November 26, 2008

Shareholders

Section 1. Annual Meeting. A meeting of shareholders of the Corporation shall be held annually at the principal office of the Corporation on the first Tuesday in April, or at such other place within or without the State of New York, or on such other date as the Board of Directors shall determine, for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.

Exhibit 4.2

SUPPLEMENTAL INDENTURE

Supplemental Indenture, dated as of November 30, 2012, (this “ Supplemental Indenture ”) among Eaton Corporation (the “

Company ”), the guarantors party hereto (the “ New Guarantors ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “

Trustee ”).

W I T N E S S E T H

WHEREAS, Turlock Corporation, an Ohio corporation (“ Turlock ”), the Guarantors (as defined in the Indenture) (the “ Existing

Guarantors ”) and the Trustee are parties to an indenture (the “ Indenture ”), dated as November 20, 2012, as supplemented from time to time, providing for the issuance by the Company of $600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015 (the “ 2015 Notes ”),

$1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2017 (the “ 2017 Notes ”), $1,600,000,000 aggregate principal amounts of 2.750% Senior Notes due 2022 (the “ 2022 Notes ”), $700,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 (the “ 2032

Notes ”) and $1,000,000,000 aggregate principal amount of 4.150% Senior Notes due 2042 (the “ 2042 Notes ” and, together with the 2015

Notes, the 2017 Notes, the 2022 Notes and the 2032 Notes, the “ Securities ”);

WHEREAS, on the date hereof, (i) Turlock is merging with and into the Company, with the Company being the surviving Person of such merger (the “ Merger ”), and (ii) the Escrow Property is being released pursuant to Section 3(a) of the Escrow Agreement (the time as of which both the Merger has been consummated and the Escrow Property has been so released being herein called the “Effective Time”); and

WHEREAS, Section 1014 of the Indenture provides that under certain circumstances, a Subsidiary shall execute and deliver to the

Trustee a supplemental indenture pursuant to which such Subsidiary shall irrevocably and unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ New Guarantee ”); and

WHEREAS, pursuant to Section 903 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to be Bound . Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as a Subsidiary

Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor and a Subsidiary

Guarantor under the Indenture.

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(3) Guarantee . Each New Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Securities and the Trustee the obligations of the Company pursuant to and as set forth in Article

Seventeen of the Indenture.

(4) Limitation on Obligations of New Guarantors . Notwithstanding the foregoing and any other provision of this Supplemental

Indenture to the contrary, the payment undertaking of any New Guarantor which is incorporated under the laws of the Grand Duchy of

Luxembourg for the obligations of any obligor which is not a Subsidiary of that New Guarantor shall be limited at any time, to an aggregate amount not exceeding eighty-five per cent. (85%) of the greater of :

(i) the New Guarantor’s own funds (“capitaux propres”), as determined by Article 34 of the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, and the debt owed by such New

Guarantors incorporated under the laws of the Grand Duchy of Luxembourg, to any of its direct or indirect shareholders as at the date of this Supplemental Indenture; and

(ii) the New Guarantor’s own funds (“capitaux propres”), as determined by Article 34 of the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, and the debt owed by such New

Guarantor incorporated under the laws of the Grand Duchy of Luxembourg, to any of its direct or indirect shareholders as at the date the guarantee is called.

The above limitation shall not apply to any amounts borrowed under any facility and in each case made available, in any form whatsoever, to such New Guarantor incorporated under the laws of the Grand Duchy of Luxembourg, or any of its Subsidiaries.

(5) Release of Guarantee .

The Guarantee of each New Guarantor shall be automatically and unconditionally released and discharged, upon:

(i) the consummation of any transaction permitted under the Indenture (including a sale, transfer, disposition or distribution of such

New Guarantor to a Person that is not Parent or one of its Subsidiaries, or a dissolution) resulting in such Guarantor ceasing to be a

Subsidiary; or

(ii) such Guarantor becomes an Excluded Person; provided that no such release will occur to the extent such New Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities.

(6) Assumption of Obligations . The Company, pursuant to Section 801 of the Indenture, expressly assumes the obligations of

Turlock for the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and performance of every covenant of the Indenture on the part of Turlock to be performed or observed.

2

(7) Severability . In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(8) Benefits Acknowledged . Each of the New Guarantors acknowledge that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that its guarantee and waivers (to the extent permitted by applicable law) pursuant to the New Guarantee are knowingly made in contemplation of such benefits.

(9) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of a New Guarantor shall have any liability for any obligations of the Company or the Guarantors (including a New Guarantor) under the Securities, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Securities waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

(10) Trustee Disclaimer . The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the New Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Base Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

(11) Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterparty may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

(12) Headings . The headings of the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

(13) Effective Time . This Supplemental Indenture together with the agreements contained herein shall become effective at the

Effective Time. The Company shall give the Trustee prompt written notice of the occurrence of the Effective Time.

[signature pages follow]

3

EATON CORPORATION

By: /s/ Mark M. McGuire

Name: Mark M. McGuire

Title: Executive Vice President and General Counsel



Title: Senior Vice President and Secretary

SUBSIDIARY GUARANTORS:

EATON AEROQUIP LLC



Title: Vice President




EATON AEROSPACE LLC





















WRIGHT LINE HOLDING INC.

By: /s/ Trent M. Meyerhoefer_

Name: Trent M. Meyerhoefer





WRIGHT LINE LLC

By: /s/ Trent M. Meyerhoefer






EATON CONTROLS (LUXEMBOURG) S. À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 12, rue Eugène Ruppert, L-2453

Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-9.145 and having a corporate capital of EUR 12,500

By: /s/ Sabine Knobloch

Name: Sabine Knobloch

Title: Manager

By: /s/ Grégory Dujardin

Name: Grégory Dujardin

Title: Manager

EATON TECHNOLOGIES (LUXEMBOURG) S. À

R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 12, rue Eugène Ruppert, L-2453

Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-172818 and having a corporate capital of EUR 12,500



Title: Manager



Title: Manager

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

By: /s/ Teresa Petta

Name: Teresa Petta


Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture, dated as of January 8, 2013, (this “ Second Supplemental Indenture ”) among Eaton Corporation, an

Ohio corporation (the “ Company ”), the guarantors party hereto (the “ New Guarantors ”) and The Bank of New York Mellon Trust Company,

N.A., as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company (as successor to Turlock Corporation, an Ohio corporation), the Guarantors party thereto and the Trustee are parties to an indenture dated as November 20, 2012 (the “ Base Indenture ”), as supplemented by a first supplemental indenture dated as of

November 30, 2012 among the Company, the New Guarantors party thereto and the Trustee (the “ First Supplemental Indenture ”, and together with the Base Indenture, the “ Indenture ”) as supplemented from time to time, providing for the issuance by the Company of $600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015 (the “ 2015 Notes ”), $1,000,000,000 aggregate principal amount of 1.500%

Senior Notes due 2017 (the “ 2017 Notes ”), $1,600,000,000 aggregate principal amounts of 2.750% Senior Notes due 2022 (the “ 2022 Notes

”), $700,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 (the “ 2032 Notes ”) and $1,000,000,000 aggregate principal amount of 4.150% Senior Notes due 2042 (the “ 2042 Notes ” and, together with the 2015 Notes, the 2017 Notes, the 2022 Notes and the 2032

Notes, the “ Securities ”);

WHEREAS, Section 1014 of the Indenture provides that under certain circumstances, a Subsidiary shall execute and deliver to the

Trustee a supplemental indenture pursuant to which such Subsidiary shall irrevocably and unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ New Guarantee ”); and

Indenture.

WHEREAS, pursuant to Section 903 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to be Bound . Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as a Subsidiary

Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor and a Subsidiary

Guarantor under the Indenture.

(3) Guarantee . Each New Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Securities and the Trustee the obligations of the Company pursuant to and as set forth in Article

Seventeen of the Indenture.

1

(4) Release of Guarantee . The Guarantee of each New Guarantor shall be automatically and unconditionally released and discharged, upon:

(i) the consummation of any transaction permitted under the Indenture (including a sale, transfer, disposition or distribution of such

New Guarantor to a Person that is not Parent or one of its Subsidiaries, or a dissolution) resulting in such Guarantor ceasing to be a

Subsidiary; or

(ii) such Guarantor becomes an Excluded Person; provided that no such release will occur to the extent such New Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities.

(5) Severability . In case any provision of this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(6) Benefits Acknowledged . Each of the New Guarantors acknowledge that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that its guarantee and waivers (to the extent permitted by applicable law) pursuant to the New Guarantee are knowingly made in contemplation of such benefits.

(7) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of a New Guarantor shall have any liability for any obligations of the Company or the Guarantors (including a New Guarantor) under the Securities, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Securities waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

(8) Trustee Disclaimer . The recitals contained in this Second Supplemental Indenture shall be taken as the statements of the

Company and the New Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Base Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Second Supplemental Indenture.

(9) Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterparty may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

(10) Headings . The headings of the sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[signature pages follow]

2

IN WITNESS WHEREOF, each of the undersigned has caused this Second Supplemental Indenture to be duly executed by its proper and duly authorized officer(s) as of the date set forth above.

EATON CORPORATION






Title: Senior Vice President and Treasurer

SUBSIDIARY GUARANTORS:

Signed and Delivered as Deed


COOPER INDUSTRIES

By its duly appointed attorney

In the presence of:



Title: Attorney

By: /s/ Lizbeth L. Wright

Name: Lizbeth L. Wright

Title: Attorney





COOPER B-LINE, INC.

























By: /s/ Russell S. Wheatley

Name: Russell S. Wheatley


THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

By: /s/ Melonee Young

Name: Melonee Young


Exhibit 4.5

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

November 30, 2012

Reference is hereby made to the Registration Rights Agreement, dated as of November 20, 2012 (the “Registration Rights

Agreement”), by and among Turlock Corporation (the “Issuer”), the Guarantors party thereto and the Initial Purchasers named therein concerning the sale by the Issuer to the Initial Purchasers of $600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015 (the

“2015 Notes”), $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes Due 2017 (the “2017 Notes”), $1,600,000,000 aggregate principal amount of 2.750% Senior Notes due 2022 (the “2022 Notes”), $700,000,000 aggregate principal amount of 4.000% Senior Notes due

2032 (the “2032 Notes”) and $1,000,000,000 aggregate principal amount of 4.150% Senior Notes due 2042 (the “2042 Notes” and, together with the 2015 Notes, the 2017 Notes, the 2022 Notes and the 2032 Notes, the “Notes”). Unless otherwise defined herein, terms defined in the

Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.

1. Joinder of the Successor Company . Eaton Corporation, an Ohio corporation (“Eaton”), hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as the “Issuer” therein and as if such party executed the Registration Rights Agreement on the date thereof.

2. Joinder of the Guarantors . Eaton Aeroquip LLC, an Ohio limited liability company, Eaton Aerospace LLC, a Delaware limited liability company, Eaton Hydraulics LLC, a Delaware limited liability company, Eaton Leasing Corporation, an Ohio corporation, Wright Line

Holding, Inc., a Delaware corporation, Wright Line LLC, a Delaware limited liability company, Eaton Technologies (Luxembourg) S. à r.l., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg and Eaton Controls (Luxembourg) S. à r.l., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg (together, the “Guarantors”) hereby agree to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as “Guarantor” therein and as if such party executed the

Registration Rights Agreement on the date thereof.

3. Governing Law . This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New

York.

4. Counterparts . This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

5. Amendments . No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

6. Headings . The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.

EATON CORPORATION






Title: Senior Vice President and Secretary

GUARANTORS:

EATON AEROQUIP LLC







EATON AEROSPACE LLC




























WRIGHT LINE LLC







EATON CONTROLS (LUXEMBOURG) S. À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 12, rue Eugène Ruppert, L-2453

Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-9.145 and having a corporate capital of EUR 12,500



Title: Manager



Title: Manager

EATON TECHNOLOGIES (LUXEMBOURG) S. À

R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 12, rue Eugène Ruppert, L-2453

Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-172818 and having a corporate capital of EUR 12,500



Title: Manager



Title: Manager

Exhibit 4.6

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

January 8, 2013

Reference is hereby made to the Registration Rights Agreement, dated as of November 20, 2012 (the “Registration Rights

Agreement”), by and among Eaton Corporation, an Ohio Corporation (as successor to Turlock Corporation, an Ohio corporation) (the “Issuer”), the Guarantors party thereto and the Initial Purchasers named therein concerning the sale by the Issuer to the Initial Purchasers of $600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015 (the “2015 Notes”), $1,000,000,000 aggregate principal amount of its 1.500%

Senior Notes Due 2017 (the “2017 Notes”), $1,600,000,000 aggregate principal amount of 2.750% Senior Notes due 2022 (the “2022 Notes”),

$700,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 (the “2032 Notes”) and $1,000,000,000 aggregate principal amount of 4.150% Senior Notes due 2042 (the “2042 Notes” and, together with the 2015 Notes, the 2017 Notes, the 2022 Notes and the 2032 Notes, the

“Notes”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.

1. Joinder of the Guarantors . Cooper Industries, an unlimited company incorporated under the law of Ireland, Eaton Electric

Holdings LLC, a Delaware limited liability company, Cooper Offshore Holdings Ltd., a company incorporated in Bermuda, Cooper B-Line, Inc., a Delaware corporation, Cooper Bussmann, LLC, a Delaware limited liability company, Cooper Crouse-Hinds, LLC, a Delaware limited liability company, Cooper Lighting, LLC, a Delaware limited liability company, Cooper Power Systems, LLC, a Delaware limited liability company and

Cooper Wiring Devices, Inc., a New York corporation (together, the “Guarantors”) hereby agree to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as “Guarantor” therein and as if such party executed the Registration Rights Agreement on the date thereof.

2. Governing Law . This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New

York.

3. Counterparts . This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

4. Amendments . No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

5. Headings . The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.

Signed and Delivered as Deed


COOPER INDUSTRIES

By its duly appointed attorney

In the presence of:



Title: Attorney

By: /s/ Lizbeth L. Wright

Name: Lizbeth L. Wright

Title: Attorney





COOPER B-LINE, INC.

























By: /s/ Russell S. Wheatley

Name: Russell S. Wheatley


Exhibit 5.1

S IMPSON T HACHER & B ARTLETT LLP

425 L

EXINGTON

A

VENUE

N EW Y ORK , N.Y. 10017-3954

(212) 455-2000

F

ACSIMILE

(212) 455-2502

September 6, 2013

Eaton Corporation


Cleveland, OH 44122

Ladies and Gentlemen:

We have acted as counsel to Eaton Corporation, an Ohio corporation (the “Company”), and the guarantors listed on Schedule I hereto

(collectively, the “Schedule I Guarantors”) and Schedule II hereto (collectively, the “Schedule II Guarantors” and, together with the Schedule I

Guarantors, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to $600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015 (the “2015 Exchange Notes”), up to $1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2017 (the “2017 Exchange Notes”), up to $1,600,000,000 aggregate principal amount of 2.750% Senior Notes due 2022 (the “2022 Exchange Notes”), up to $700,000,000 aggregate principal amount of

4.000% Senior Notes due 2032 (the “2032 Exchange Notes”) and up to $1,000,000,000 aggregate principal amount of 4.150% Senior Notes due

2042 (the “2042 Exchange Notes” and, together with the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes and the

2032 Exchange Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange

Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of November 20, 2012, as supplemented on

November 30, 2012 and January 8, 2013 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust

Company, N.A., as trustee (the “Trustee”). The 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes, the 2032 Exchange

Notes and the 2042 Exchange Notes, will be offered by the Company in exchange for up to $600,000,000 aggregate principal amount of its outstanding 0.950% Senior Notes due 2015, up to

Eaton Corporation - 2 - September 6, 2013

$1,000,000,000 aggregate principal amount of its outstanding 1.500% Senior Notes due 2017, up to $1,600,000,000 aggregate principal amount of its outstanding 2.750% Senior Notes due 2022, up to $700,000,000 aggregate principal amount of its outstanding 4.000% Senior Notes due

2032 and up to $1,000,000,000 aggregate principal amount of its outstanding 4.150% Senior Notes due 2042, respectively.

We have examined the Registration Statement and the Indenture (including the form of Exchange Note and the terms of the Guarantees), which has been filed with the Commission and incorporated by reference as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the

Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. We have assumed further that (i) each of the Company and the Schedule II Guarantors is validly existing and in good standing under the laws of the jurisdiction in which it was organized, and has duly authorized, executed and delivered the

Indenture in accordance with its charter or bylaws or similar organizational documents and the laws of the jurisdiction in which it was organized,

(ii) the execution, delivery and performance by the Company and each of the Schedule II Guarantors of the Indenture, the Exchange Notes and the Guarantees, as applicable, do not and will not violate the laws of the jurisdiction in which the Company or any of the Schedule II Guarantors was organized or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States), and (iii) the execution, delivery and performance by the Company and each of the Schedule II Guarantors of the Indenture, the Exchange Notes and the

Guarantees, as applicable, do not and will not constitute a breach or violation of any agreement or instrument that is binding upon the Company or any of the Schedule II Guarantors.

Eaton Corporation - 3 - September 6, 2013

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the

Indenture upon the exchange described above, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, and (iv) to the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United

States, the Delaware General Corporation Law and the Delaware Limited Liability Company Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Schedule I

Guarantors Incorporated or Formed in the States of New York or Delaware

Guarantor

Eaton Aerospace LLC



Wright Line LLC


Cooper B-Line, Inc.






State of Incorporation or Formation

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

New York

Schedule II

Guarantors Incorporated or Formed in Jurisdictions other than the States of New York or Delaware

Guarantor


Eaton Aeroquip LLC

Eaton Leasing Corp.



Cooper Industries

Turlock B.V.

Eaton Controls (Luxembourg) S. à r.l.

Eaton Technologies (Luxembourg) S. à r.l

State of Incorporation or Formation

Ohio

Ohio

Ohio

Bermuda

Ireland

Ireland

Netherlands

Luxembourg

Luxembourg

Exhibit 5.2

September 6, 2013

Eaton Corporation


Cleveland, OH 44122

Re: Eaton Corporation – Exchange Offer


We have acted as Ohio special counsel to Eaton US Holdings, Inc. (f/k/a Eaton Inc.), an Ohio corporation (“EI”), Eaton Aeroquip LLC, an

Ohio limited liability company (“EAL”) and Eaton Leasing Corporation, an Ohio corporation (“ELC” and together with EI and EAL, collectively, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Eaton

Corporation, an Ohio corporation (“Eaton”), the Guarantors and certain other guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), related to the issuance by Eaton of up to $600,000,000 aggregate principal amount of its

0.950% Senior Notes due 2015 (the “2015 Exchange Notes”), $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2017

(the “2017 Exchange Notes”), $1,600,000,000 aggregate principal amount of its 2.750% Senior Notes due 2022 (the “2022 Exchange Notes”),

$700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “2032 Exchange Notes”) and $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2042 (the “2042 Exchange Notes” and, together with the 2015 Exchange Notes, the 2017

Exchange Notes, the 2022 Exchange Notes and the 2032 Exchange Notes, collectively, the “Exchange Notes”) and the guaranty by the

Guarantors and certain other guarantors (the “Exchange Guarantee”) with respect to the Exchange Notes. The Exchange Notes and Exchange

Guarantee will be issued under an indenture dated as of November 20, 2012 (the “Base Indenture”), among Eaton (as successor to Turlock

Corporation, an Ohio corporation (“Turlock”)), the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee

(“Trustee”), as supplemented by a First Supplemental Indenture dated as of November 30, 2012, among Eaton, the new guarantors party thereto and the Trustee (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture dated as of January 8,

2013, among Eaton, the new guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base

Indenture and the First Supplemental Indenture, collectively, the “Indenture”) as further supplemented from time to time. The Exchange Notes will be offered by Eaton in exchange for any and all of its outstanding unregistered 0.950% Senior Notes due 2015 (the “Outstanding 2015

Notes”), 1.500% Senior Notes due 2017 (the “Outstanding 2017 Notes”), 2.750% Senior Notes due 2022 (the “Outstanding 2022 Notes”),

4.000% Senior Notes due 2032 (the “Outstanding 2032 Notes”) and 4.150% Senior Notes due 2042 (the “Outstanding 2042 Notes” and, together with the Outstanding 2015 Notes, the Outstanding 2017 Notes, the Outstanding 2022 Notes and the Outstanding 2032

Eaton Corporation

September 6, 2013

Page 2

Notes, collectively, the “Outstanding Notes”). This opinion letter is being furnished to Eaton at the request of the Guarantors. Except as otherwise indicated, capitalized terms used herein shall have the same meanings ascribed to such terms in the Indenture. The law covered by the opinions expressed herein is limited to the laws of the State of Ohio.

In rendering the opinions expressed herein, we have examined executed originals, counterparts, or copies thereof, of (i) the Registration

Statement, (ii) the Indenture, and (iii) the Registration Rights Agreement, dated as of November 20, 2012, among Eaton (as successor to

Turlock), EI and certain other guarantors of the Outstanding Notes, and the initial purchasers of the Outstanding Notes (the “Original

Registration Rights Agreement”), as supplemented by that Joinder Agreement to the Registration Rights Agreement, dated as of November 30,

2012, among Eaton (as successor to Turlock), EAL, ELC and the other guarantors of the Outstanding Notes (the “Registration Rights Agreement

Joinder” and, together with the Original Registration Rights Agreement, collectively, the “Registration Rights Agreement”). All documents referenced in this paragraph are collectively referred to herein as the “Transaction Documents”.

For purposes of this opinion letter, we have considered such matters of law and of fact, and have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction as being true copies, of such certificates, documents and records, officers’ certificates, certificates of public officials and other documents as we have deemed relevant and necessary as a basis for the opinions expressed herein, including but not limited to the following:

(a) Amended and Restated Articles of Incorporation of EI as certified by the Secretary of State of Ohio on August 7, 2013 and an officer of EI;

(b) Code of Regulations of EI as certified by an officer of EI;

(c) Written Action of the Board of Directors of EI dated November 14, 2012, as certified by an officer of EI, authorizing EI to, among other things, enter into the Exchange Guarantee;

(d) Certificate of one or more officers of EI (the “EI Officer’s Certificate”), dated as of the date hereof, relating to certain facts regarding

EI upon which the opinions expressed herein are based;

(e) Good Standing Certificate for EI issued by the Secretary of State of Ohio, dated September 6, 2013 (the “EI Good Standing

Certificate”);

(f)

(g)

Articles of Organization of EAL as certified by the Secretary of State of Ohio on August 7, 2013 and an officer of EAL;

Operating Agreement of EAL as certified by an officer of EAL;

Eaton Corporation

September 6, 2013

Page 3

(h) Written Action of the Board of Managers of EAL dated November 29, 2012, as certified by an officer of EAL, authorizing EAL to, among other things, enter into the Exchange Guarantee;

(i) Certificate of one or more officers of EAL (the “EAL Officer’s Certificate”), dated as of the date hereof, relating to certain facts regarding EAL upon which the opinions expressed herein are based;

(j) Full Force and Effect Certificate for EAL issued by the Secretary of State of Ohio, dated September 6, 2013 (the “EAL Full Force

Certificate”);

(k)

(l)

Articles of Incorporation of ELC as certified by the Secretary of State of Ohio on August 7, 2013 and an officer of ELC;

Code of Regulations of ELC as certified by an officer of ELC;

(m) Written Action of the Board of Directors of ELC dated November 29, 2012, as certified by an officer of ELC, authorizing EC to, among other things, enter into the Exchange Guarantee;

(n) Certificate of one or more officers of ELC (the “ELC Officer’s Certificate”), dated as of the date hereof, relating to certain facts regarding ELC upon which the opinions expressed herein are based;

(o) Good Standing Certificate for ELC issued by the Secretary of State of Ohio, dated September 6, 2013 (the “ELC Good Standing

Certificate”); and

(p) Opinion of Simpson Thacher & Bartlett LLP, dated November 20, 2012, regarding the enforceability of the Base Indenture (the

“Base Indenture Opinion”);

(q) Opinion of Simpson Thacher & Bartlett LLP, dated November 30, 2012, regarding the enforceability of the First Supplemental

Indenture (the “First Supplemental Indenture Opinion”);

(r) Opinion of Simpson Thacher & Bartlett LLP, dated January 8, 2013, regarding the enforceability of the Second Supplemental

Indenture (the “Second Supplemental Indenture Opinion”); and

(s) Opinion of Simpson Thacher & Bartlett LLP, dated September 6, 2013, regarding the enforceability of the Exchange Guarantee (the

“Exchange Guarantee Opinion” and, together with the Base Indenture Opinion, the First Supplemental Indenture Opinion and the

Second Supplemental Indenture Opinion, collectively, the “STB Opinion”).

Eaton Corporation

September 6, 2013

Page 4

As to questions of fact material to the opinions expressed herein, we have relied upon, and assumed the accuracy of, the EI Officer’s

Certificate, EAL Officer’s Certificate and ELC Officer’s Certificate, the representations and warranties made in or pursuant to the Transaction

Documents and such certificates, records, searches and other documents that we have reviewed in connection with giving the opinions expressed herein. We have assumed that there are no other facts, conditions or circumstances which conflict with or are inconsistent with those set forth in any of the foregoing. With respect to such matters, we have not made any independent investigation or verification of the information contained therein for purposes of this opinion letter. Furthermore, to the extent the opinions rendered herein concerning the issuance and delivery of the

Exchange Guarantee under Paragraphs 4, 9 or 14 below are affected by the enforceability of the Indenture and the Exchange Guarantee, we relied solely on the STB Opinion as to the enforceability of the Indenture and the Exchange Guarantee and have not conducted an independent review or investigation of such matters. Any opinion expressed herein relative to EI, EAL or ELC’s due incorporation or organization, as applicable, valid existence or good standing or full force and effect, as applicable, is based solely upon the EI Good Standing Certificate, EAL

Full Force Certificate and ELC Good Standing Certificate, respectively, and we have not conducted an independent review or investigation of the matters set forth in such certificate received from the Ohio Secretary of State. In the opinions expressed herein, we have not conducted any investigation into the types of businesses and activities in which any party engages or the manner in which any party conducts its business as would enable us to render any opinion (and, accordingly, we express no opinion) as to the applicability to any party of any law or regulation not of general applicability to corporations or limited liability companies.

In connection with rendering the opinions expressed herein, we have with Eaton’s permission assumed, without independent investigation, the following: (i) the legal capacity of natural persons, the absence of duress, fraud and undue influence of all signatures on documents submitted to us and the absence of mutual mistake of fact or misunderstanding; (ii) the genuineness of all signatures on documents submitted to us; (iii) the authenticity, completeness and accuracy of all documents, materials and records submitted to us as originals and the conformity to authentic original documents of all documents, materials and records submitted to us as certified, conformed or photostatic copies; and (iv) no action has been taken which amends, renders null or void or otherwise affects any of the documents, materials or records which we have examined.

Based upon and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

1. EI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Ohio, and has the requisite corporate power and authority to issue, and to perform its obligations under, the Exchange Guarantee.

Eaton Corporation

September 6, 2013

Page 5

2. The issuance of the Exchange Guarantee and performance of the Indenture by EI do not violate the Amended and Restated Articles of Incorporation or Code of Regulations of EI or violate any laws, rules, statutes or regulations of general applicability to corporations presently in effect.

3. Each of the Indenture and Registration Rights Agreement has been duly authorized by EI and, based solely upon the EI Officer’s

Certificate, has been duly executed and delivered by EI.

4. The Exchange Guarantee (a) has been duly authorized by EI and (b) when the Exchange Notes are duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange described therein and all other requirements of the Indenture have been met, will have been duly issued by EI.

5. No consent, approval, registration or filing with, by or from any governmental or public body or authority is required under the laws of the State of Ohio for the issuance of the Exchange Guarantee by EI or the performance of the Indenture by EI.

6. EAL is a limited liability company duly organized, validly existing and in full force in effect under the laws of the State of Ohio, and has the requisite organizational power and authority to issue, and to perform its obligations under, the Exchange Guarantee.

7. The issuance of the Exchange Guarantee and performance of the Indenture by EAL do not violate the Articles of Organization or

Operating Agreement of EAL or violate any laws, rules, statutes or regulations of general applicability to limited liability companies presently in effect.

8. Each of the Indenture and Registration Rights Agreement has been duly authorized by EAL and, based solely upon the EAL

Officer’s Certificate, has been duly executed and delivered by EAL.

9. The Exchange Guarantee (a) has been duly authorized by EAL and (b) when the Exchange Notes are duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange described therein and all other requirements of the Indenture have been met, will have been duly issued by EAL.

10. No consent, approval, registration or filing with, by or from any governmental or public body or authority is required under the laws of the State of Ohio for the issuance of the Exchange Guarantee by EAL or the performance of the Indenture by EAL.

Eaton Corporation

September 6, 2013

Page 6

11. ELC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Ohio, and has the requisite corporate power and authority to issue, and to perform its obligations under, the Exchange Guarantee.

12. The issuance of the Exchange Guarantee and performance of the Indenture by ELC do not violate the Articles of Incorporation or

Code of Regulations of ELC or violate any laws, rules, statutes or regulations of general applicability to corporations presently in effect.

13. Each of the Indenture and Registration Rights Agreement have been duly authorized by ELC and, based solely upon the ELC

Officer’s Certificate, have been duly executed and delivered by ELC.

14. The Exchange Guarantee (a) has been duly authorized by ELC and (b) when the Exchange Notes are duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange described therein and all other requirements of the Indenture have been met, will have been duly issued by ELC.

15. No consent, approval, registration or filing with, by or from any governmental or public body or authority is required under the laws of the State of Ohio for the issuance of the Exchange Guarantee by ELC or the performance of the Indenture by ELC.

The foregoing opinions are qualified in the following respects:

A. None of our opinions cover or otherwise address any of the following laws, statutes, regulations or legal issues: (i) federal and state securities laws, statutes and regulations, including any “blue sky laws”; (ii) Federal Reserve Board margin regulations; (iii) federal, state and local health and environmental laws and regulations; (iv) fraudulent transfer and similar laws; (v) laws, statutes and regulations that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the

Trading with the Enemy Act and the International Emergency Economic Powers Act); (vi) laws, statutes and regulations that hereafter become effective; (vii) federal, state and local zoning, land use, subdivision and building laws, statutes and regulations applicable to any property; (viii) federal patent, copyright and trademark, state trademark, and other federal and state intellectual property laws and regulations; (ix) obtaining and maintaining licenses, permits or other documents; (x) federal, state and local tax laws and regulations; (xi) banking or insurance laws or regulations; (xii) usury laws, statutes and regulations; (xiii) federal or state antitrust or unfair competition laws, statues or regulations; (xiv) any pension or employee benefit laws or regulations; (xv) any racketeering laws or regulations; (xvi) any labor laws or regulations; (xvii) any laws,

Eaton Corporation

September 6, 2013

Page 7 regulations and policies concerning (a) national or local emergency, (b) possible judicial deference to acts of sovereign states, and

(c) criminal and civil forfeiture laws; (xviii) the Dodd-Frank Wall Street Reform and Consumer Protection Act; (xix) other state statutes of general application to the extent they provide for criminal prosecution; (xx) laws, statutes and regulations that regulate a particular business of a party to the Indenture and do not relate to companies generally; and (xxi) any statutes, ordinances, administrative decisions, rules or regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the state or regional level), or judicial decisions to the extent that they deal with any of the foregoing. We have not undertaken any research for purposes of determining whether EI, EAL or ELC or any of the transactions that may occur in connection with any of the Transaction Documents is subject to any laws, statutes, regulations or requirements other than to those that, in our experience, would generally be recognized as applicable in the absence of research by lawyers in the State of Ohio.

B. We express no opinion as to whether the members of the board of directors of EI or ELC or the board of managers of EAL have complied with their fiduciary duties in connection with the authorization and performance of the Indenture.

C. Our opinions are subject to and affected by (i) applicable bankruptcy, insolvency, avoidance, receivership, reorganization, moratorium, fraudulent transfer or other laws, both state and federal, affecting the rights and remedies of creditors generally;

(ii) general principles of equity and public policy, whether applied by a court of law or equity; (iii) limitations imposed by or resulting from the exercise by any court of its discretion; and (iv) the implied covenants of good faith, fair dealing and commercially reasonable conduct.

D. We express no opinion as to the enforceability of any provision of the Transaction Documents.

E. We express no opinion regarding any agreement, document, certificate or instrument (other than the Exchange Notes included as an exhibit to the Indenture) that may be an exhibit to, incorporated by reference in, or otherwise referenced or contemplated by the

Transaction Documents. We express no opinion regarding any documents related to the Exchange Offer that we have not been requested to examine.

This opinion letter shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the

American Bar Association’s Section of Business Law as published in 53 Business Lawyer 831 (May 1998).

Eaton Corporation

September 6, 2013

Page 8

We do not assume any responsibility for the accuracy, completeness or fairness of any information, including but not limited to financial information, furnished to Eaton by the Guarantors concerning the business or affairs of the Guarantors or any other information furnished to

Eaton of a factual nature. Furthermore, we render no opinion with respect to the past, present or future financial condition of the Guarantors.

The opinions expressed herein are given as of the date hereof and speak as of only that date. We assume no obligation to advise Eaton of any changes in facts or law or of anything coming to our attention bearing upon the accuracy of or completeness of any assumption, whether or not material, which may be brought to our attention at a later date. Certain of our attorneys are admitted to the practice of law in the State of

Ohio, and we render no opinion with respect to the laws or requirements of any other state governing the transaction contemplated by the

Transaction Documents or the effect of any of such laws on the matters with respect to which opinions are given herein. We bring to Eaton’s attention that our views set forth in this letter are an expression of professional judgment and are not a guarantee of a result.

The opinions expressed above are intended solely for the benefit of Eaton and its successors and assigns and their respective attorneys and accountants all only in connection with the matters described herein and may not be used or relied upon by Eaton or any other person for any other purpose whatsoever, without in each instance our prior written consent. We also hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption

“Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under

Section 7 of the Act and the rules and regulations thereunder

Very truly yours,

/s/ MCDONALD HOPKINS LLC

MCDONALD HOPKINS LLC

Bermuda Office

Appleby (Bermuda)

Limited

Canon’s Court

22 Victoria Street

PO Box HM 1179

Hamilton HM EX

Bermuda

Tel +1 441 295 2244

Fax +1 441 292 8666 applebyglobal.com


Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

Exhibit 5.3

Email adfagundo@applebyglobal.com

Direct Dial +1 441 298 3545

Tel +1 441 295 2244

Fax +1 441 292 8666

Your Ref

Appleby Ref 125385.0006/AD/JP

6 September 2013

Dear Sir

Cooper Offshore Holdings Ltd. (the “Company”)

This opinion is addressed to you in relation to the Company, in connection with the Registration Statement on Form

S-4 filed by Eaton Corporation (the “ Registration Statement ”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the “ Securities Act ”) relating to the offer by Eaton Corporation to exchange up to $600,000,000 aggregate principal amount of its 0.950% Senior Notes due 2015 (the “ 2015

Exchange Notes ”), $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2017 (the “ 2017

Exchange Notes ”), $1,600,000,000 aggregate principal amount of its 2.750% Senior Notes due 2022 (the “ 2022

Exchange Notes ”), $700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “ 2032

Exchange Notes ”) and $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2042 (the “

2042 Exchange Notes ” and, together with the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange

Notes and the 2032 Exchange Notes, the “ Exchange Notes ”), each of which have been registered under the

Securities Act, for any and all of its outstanding unregistered 0.950% Senior Notes due 2015, 1.500% Senior Notes due 2017, 2.750% Senior Notes due 2022, 4.000% Senior Notes due 2032 and 4.150% Senior Notes due 2042, respectively, and the issuance by the Company of a guarantee (the “ Exchange Guarantee ”) with respect to the

Exchange Notes. The Exchange Notes and the Exchange Guarantee will be issued under the Indenture (as defined in the Schedule to this opinion).

For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the “ Documents ”) together with such other documentation as we have considered requisite to this opinion. Unless otherwise defined herein, capitalised terms have the meanings assigned to them in the Indenture.

Appleby (Bermuda)

Limited (the Legal

Practice) is a limited liability company incorporated in

Bermuda and approved and recognised under the

Bermuda Bar

(Professional

Companies) Rules

2009. “Partner” is a title referring to a director, shareholder or an employee of the

Legal Practice. A list of such persons can be obtained from your relationship partner.

Bermuda British Virgin Islans Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

Assumptions

In stating our opinion we have assumed:

(a) the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;

(b) that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c) the genuineness of all signatures on the Documents;

(d) the authority, capacity and power of each of the persons signing the Documents (other than the Company in respect of the Subject Agreements);

(e) that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

(f) that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation;

(g) that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;

(h) that the Subject Agreements will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their terms, under the laws of the State of New York by which they are expressed to be governed;

(i) that the Subject Agreements are in the proper legal form to be admissible in evidence and enforced in the courts of the State of New York and in accordance with the laws of the State of New York;

(j) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Subject Agreements or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken

2

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(k) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Company Search been materially altered;

(l) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;

(m) that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions adopted by all the Directors of the Company as unanimous written resolutions of the Board and that there is no matter affecting the authority of the Directors to effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

(n) that the other parties to the Subject Agreements have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board of Directors of the Company adopted the

Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;

(o) that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements would benefit the Company; and

(p) that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of fraudulently preferring one creditor over another.

3


Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1) The Company is an exempted company incorporated with limited liability and existing under the laws of

Bermuda. The Company possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda.

(2) The Company has all requisite corporate power and authority to enter into, execute, deliver, and perform its obligations under the Subject Agreements and to take all action as may be necessary to complete the transactions contemplated thereby.

(3) The execution, delivery and performance by the Company of the Subject Agreements and the transactions contemplated thereby have been duly authorised by all necessary corporate action on the part of the Company.

(4) The Subject Agreements have been duly executed by the Company and each constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

(5) No consent, licence or authorisation of, filing with, or other act by or in respect of, any governmental authority or court of Bermuda is required to be obtained by the Company in connection with the execution, delivery or performance by the Company of the Subject Agreements or to ensure the legality or validity as to the

Company, of the Subject Agreements.

(6) The execution, delivery and performance by the Company of the Subject Agreements and the transactions contemplated thereby do not and will not violate, conflict with or constitute a default under (i) any requirement

(7) Based solely upon the Company Search and the Litigation Search:

(i) no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending against the Company; and of any law or any regulation of Bermuda or (ii) the Constitutional Documents.

(ii) no notice to the Registrar of Companies of the passing of a resolution of members or creditors to wind up or the appointment of a liquidator or receiver has been given. No petition to wind up the Company or application to reorganise its affairs pursuant to a Scheme of Arrangement or application for the appointment of a receiver has been filed with the Supreme Court.

4


(8) The Company has received an assurance from the Ministry of Finance granting an exemption, until 31 March

2035 from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, provided that such exemption shall not prevent the application of any such tax or duty to such persons as are ordinarily resident in Bermuda and shall not prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the

Company. There are, subject as otherwise provided in this opinion, no Bermuda taxes, stamp or documentary taxes, duties or similar charges now due, or which could in the future become due, in connection with the execution, delivery, performance or enforcement of the Subject Agreements or the transactions contemplated thereby, or in connection with the admissibility in evidence thereof and the Company is not required by any

Bermuda law or regulation to make any deductions or withholdings in Bermuda from any payment it may make thereunder.

Reservations

We have the following reservations:

(a) The term “enforceable” as used in this opinion means that there is a way of ensuring that each party performs an agreement or that there are remedies available for breach.

(b) We express no opinion as to the availability of equitable remedies such as specific performance or injunctive relief, or as to any matters which are within the discretion of the courts of Bermuda in respect of any obligations of the Company as set out in the Subject Agreements. In particular, we express no opinion as to the enforceability of any present or future waiver of any provision of law (whether substantive or procedural) or of any right or remedy which might otherwise be available presently or in the future under the Subject

Agreements.

(c) Enforcement of the obligations of the Company under the Subject Agreements may be limited or affected by applicable laws from time to time in effect relating to bankruptcy, insolvency or liquidation or any other laws or other legal procedures affecting generally the enforcement of creditors’ rights.

(d) Enforcement of the obligations of the Company may be the subject of a statutory limitation of the time within which such proceedings may be brought.

(e) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

5


(f) Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.

(g) We express no opinion as to the validity, binding effect or enforceability of any provision incorporated into any of the Subject Agreements by reference to a law other than that of Bermuda, or as to the availability in

Bermuda of remedies which are available in other jurisdictions.

(h) Where a person is vested with a discretion or may determine a matter in his or its opinion, such discretion may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds.

(i) We express no opinion as to the validity or binding effect of any provision in the Subject Agreements for the payment of interest at a higher rate on overdue amounts than on amounts which are current, or that liquidated damages are or may be payable. Such a provision may not be enforceable if it could be established that the amount expressed as being payable was in the nature of a penalty; that is to say a requirement for a stipulated sum to be paid irrespective of, or necessarily greater than, the loss likely to be sustained. If it cannot be demonstrated to the Bermuda court that the higher payment was a reasonable pre-estimate of the loss suffered, the court will determine and award what it considers to be reasonable damages. Section 9 of The Interest and

Credit Charges (Regulations) Act 1975 provides that the Bermuda courts have discretion as to the amount of interest, if any, payable on the amount of a judgment after date of judgment. If the Court does not exercise that discretion, then interest will accrue at the statutory rate which is currently 7% per annum.

(j) We express no opinion as to the validity or binding effect of any provision of the Subject Agreements which provides for the severance of illegal, invalid or unenforceable provisions.

(k) Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court

Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of

Companies and the Supreme Court Causes Book do not reveal:

6


(i) details of matters which have been lodged for filing or registration which as a matter of best practice of the

Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book;

(ii) details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;

(iii) whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the

Causes Book at the date and time the search is concluded;

(iv) whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

(v) whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act.

(l) Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda (“overseas companies”) over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in

Bermuda or whether any one charge has priority over any other charge over such assets.

(m) In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time of such search.

(n) In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time of such search.

7


(o) In paragraph (1) above, the term “good standing” means that the Company has received a Certificate of

Compliance from the Registrar of Companies.

Disclosure

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority, except that we understand and agree that Simpson Thacher & Bartlett LLP may rely upon this opinion as if it were an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. We hereby consent to the filing of this opinion with the Securities and

Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein.

This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

/s/Appleby (Bermuda) Limited

Appleby (Bermuda) Limited

8


Bermuda Office

Appleby (Bermuda)

Limited

Canon’s Court

22 Victoria Street

PO Box HM 1179

Hamilton HM EX

Bermuda

Tel +1 441 295 2244

Fax +1 441 292 8666 applebyglobal.com

SCHEDULE

1. The entries and filings shown in respect of the Company on the file of the Company maintained in the

Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 6 September 2013 at 9:30 am (Bermuda time) (the “ Company Search ”).

2. The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on

6 September 2013 at 9:45 am (Bermuda time) (the “ Litigation Search ”).

3. Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws for the

Company (collectively referred to as the “ Constitutional Documents ”).

4. A PDF copy of the unanimous written resolutions of the Directors effective January 8, 2013 (the “

Resolutions ”).

5. A certified copy of the “ Foreign Exchange Letter ” issued by the Bermuda Monetary Authority,

Hamilton Bermuda in relation to the Company.

6. A certified copy of the “ Tax Assurance ” issued by the Registrar of Companies for the Minister of

Finance in relation to the Company.

7. A Certificate of Compliance, dated 6 September 2013 issued by the Registrar of Companies in respect of the Company.

8. A certified copy of the Register of Directors and Officers in respect of the Company as of January 8, 2013 and 6 September 2013.

9. A PDF copy of the draft Registration Statement on Form S-4 to be filed with the Securities and Exchange

Commission on or about 6 September 2013 in relation to the Exchange Notes and the Exchange

Guarantees.

10. A PDF copy of the signed Indenture dated as of November 20, 2012 among Eaton Corporation, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A. (the “ Indenture ”).

11. A PDF copy of the signed First Supplemental Indenture to the Indenture, dated as of November 30, 2012, among Eaton Corporation, the guarantors party thereto and the Trustee.

Appleby (Bermuda)

Limited (the Legal

Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the

Bermuda Bar (Professional

Companies) Rules 2009.

“Partner” is a title referring to a director, shareholder or an employee of the Legal

Practice. A list of such persons can be obtained from your relationship partner.


12. A PDF copy of the signed Second Supplemental Indenture to the Indenture, dated as of January 8, 2013, among

Eaton Corporation, the guarantors party thereto (including the Company) and the Trustee (the “ Second

Supplement ”).

13. A PDF copy of the signed Registration Rights Agreement dated as of November 20, 2012 among Turlock

Corporation, the guarantors party thereto, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as representatives of the several lenders party thereto.

14. A PDF copy of the signed Joinder to the Registration Rights Agreement dated as of January 8, 2013 between the Company and the other guarantors party thereto (the “ Joinder Agreement ” and together with the Second

Supplement, the “ Subject Agreements ”).

10


A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1

Tel: +353 1 649 2000 Fax: +353 1 649 2649 email: info@algoodbody.com website: www.algoodbody.com dx: 29 Dublin Exhibit 5.4

A

Our ref

MAD/MME01402997

Eaton Corporation



(the Addressee )

Your ref

Date

6 September 2013

B

Dear Sirs,

We have acted on behalf of Eaton Corporation plc (the Parent ) and Cooper Industries ( Cooper ), in connection with the Registration Statement on Form S-4 (the Registration Statement ) filed by Eaton Corporation (the Issuer ), Parent, Cooper and certain other guarantors relating to the issuance by the Issuer of up to (i) US$600,000,000 principal amount of its 0.950% Senior Notes due 2015 (the 2015 Exchange Notes ),

(ii) US$1,000,000,000 principal amount of its 1.500% Senior Notes due 2017 (the 2017 Exchange Notes ), (iii) US$1,600,000,000 principal amount of its 2.750% Senior Notes due 2022 (the 2022 Exchange Notes ), (iv) US$700,000,000 principal amount of its 4.000% Senior Notes due 2032 (the 2032 Exchange Notes ), and (v) US$1,000,000,000 principal amount of its 4.150% Senior Notes due 2042 (the 2042 Exchange

Notes, together with the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes and the 2032 Exchange Notes, the

Exchange Notes ) and the issuance by the Guarantors and certain other guarantors of a guarantee (each, an Exchange Guarantee ) with respect to the Exchange Notes, pursuant to an Indenture dated as of November 20, 2012 (as supplemented from time to time) (the Indenture ). In accordance with the terms of the Indenture, each of the Parent and Cooper (together the Companies and each a Company ) guaranteed the payment by the Issuer of all amounts due with respect to the Notes and the performance by the Issuer of its obligations under the Agreements (as defined below). The Issuer will exchange the Exchange Notes pursuant to terms of the Indenture and the Companies will continue to guarantee the Exchange Notes pursuant to the Exchange Guarantee and as set out in the Indenture (the Transaction ).

1. We have examined executed copies of:-

1.1. the agreements listed in Schedule 1 hereto (hereinafter referred to as the Agreements ),

1.2. a corporate certificate of the Parent dated 6 September 2013 attaching, amongst other things:

1.2.1. copies of the certificate of incorporation, certificates of incorporation on change of name and memorandum and articles of association of the Parent;

1.2.2. copies of the minutes of meetings of the board of directors held on 10 October 2012 considering the provision of financial assistance in connection with the Transaction and following completion of the section 60 approval procedure in accordance with Section 60(2) of the Companies Act 1963 (as amended) authorising and approving the entry into the

Agreements;

1.2.3. a copy of a written resolution of all members of the Parent dated 10 October 2012 approving the entry into the relevant

Agreements by the Company and the provision of financial assistance in accordance with Section 60(2) of the Companies

Act, 1963 as amended (the Written Resolution );

Dublin Belfast London New York Palo Alto

R.B. Buckley B.M. Cotter S.M. Doggett M.P.McKenna E.A. Roberts A.C. Burke D.R. Baxter B.Walsh

P.M. Law J.G. Grennan B.McDermott K.A. Feeney C. Rogers J. Given A.McCarthy A.M.Curran

R.M. Moore

D. Main

K. Furlong

P.T.Fahy

D.R. Francis

L.A. Murphy

J.H. Hickson J.Coman C. Duffy M.Sherlock G. O’Toole D. Widger J.F. Whelan A. Roberts J. Cahir

M.F. O’Gorman P.D. White E.M. Brady E.P. Conlon J.N. Kelly C. Christle J.B. Somerville C. Widger M. Traynor

A.J. Johnston A. Walsh

M. Rasdale A.Casey

C.E. Gill V.J. Power P.V. Maher E. MacNeill N. O’Sullivan S.O’Croinin M.F. Barr M. Dale P.M. Murray D. Inverarity B. Hosty

E.M. Fitzgerald L.A. Kennedy S. O’Riordan K.P. Allen M.J. Ward J.W. Yarr

Consultants: J.R. Osborne

M.L. Stack C. McCourt N. Ryan M. Coghlan

S.W Haughey T.V. O’Connor Professor J.C.W. Wylie A.F. Browne M.A. Greene A.V. Fanagan J.A. O’Farrell I.B.Moore

2.

1.2.4. a copy of a statutory declaration of a majority of the directors of the Parent dated 10 October 2012 pursuant to the provisions of section 60 of the Companies Act, 1963 as amended (the Statutory Declaration );

1.2.5. a copy of the register of the members of the Parent as of 10 October 2012 and a list of the directors of the Company as of:

(i) 10 October 2012; and (ii) the date of the Certificate; and

1.2.6. a copy of the power of attorney of the Parent dated 16 November 2012,

1.3. a corporate certificate of Cooper dated 6 September 2013 attaching, amongst other things:

1.3.1. copies of the certificate of incorporation, certificates of incorporation on change of name and memorandum and articles of association of Cooper;

1.3.2. copies of the minutes of meetings of the board of directors held on 7 January 2013 considering the provision of financial assistance in connection with the Transaction and following completion of the section 60 approval procedure in accordance with Section 60(2) of the Companies Act 1963 (as amended) authorising and approving the entry into the

Agreements;

1.3.3. a copy of a written resolution of all members of Cooper dated 7 January 2013 approving the entry into the relevant

Agreements by the Company and the provision of financial assistance in accordance with Section 60(2) of the Companies

Act, 1963 as amended (the Written Resolution );

1.3.4. a copy of a statutory declaration of a majority of the directors of Cooper dated 7 January 2013 pursuant to the provisions of section 60 of the Companies Act, 1963 as amended (the Statutory Declaration );

1.3.5. a copy of the register of the members of Cooper as of 7 January 2013 and a list of the directors of the Company as of:

(i) 7 January 2013; and (ii) the date of the Certificate; and

1.3.6. a copy of the power of attorney of the Parent dated 7 January 2013, and such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.

Terms not defined in this opinion letter shall have the meaning ascribed to them in the Agreements.

For the purpose of giving this opinion we have assumed:

2.1. the authenticity of all documents submitted to us as originals and the completeness and conformity to the originals of all copies of documents of any kind furnished to us;

2.2. that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject-matter which they purport to record and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such minutes were duly passed and are in full force and effect;

2.3. the genuineness of the signatures and seals on all original and copy documents which we have examined;

2.4. that the memorandum and articles of association of each Company attached to the relevant certificate are correct and up to date;

2.5. the accuracy and completeness as to factual matters of the representations and warranties of each Company contained in the

Agreements and the accuracy of all certificates provided to us by each Company in connection with the Transaction;

2.6. that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction as disclosed by the Agreements;

2.7. without having made any investigation that the terms of the Agreements are lawful and fully enforceable under the laws of the

State of New York and any other applicable laws other than the laws of Ireland;

2.8. the accuracy and completeness of all information appearing on public records to the extent relevant to any of the matters opined on in this opinion;

2.9. that in respect of any payment by a Company in its capacity as guarantor of the Notes, at the time at which any such payment is made, that the recipient of that payment is beneficially entitled to it and falls within one of the categories set out below:

2.9.1. the recipient of the payment is a company (within the meaning of section 4 of the Taxes Consolidation Act 1997 of

Ireland ( TCA )), which: (i) by virtue of the laws of the relevant jurisdiction, is resident for the purposes of tax in a

Member State of the European Union (EU) (other than Ireland) or, not being a Member State of the EU, a jurisdiction with which Ireland has signed a double taxation agreement that either has the force of law by virtue of section 826(1)

TCA or that will have the force of law on the completion of the procedures set out in section 826(1) TCA, and that jurisdiction imposes a tax that generally applies to interest receivable by companies in that jurisdiction from sources outside that jurisdiction; or, (ii) is in receipt of a payment which is either exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction that is in force on the date the relevant interest is paid or would be exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty between Ireland and another jurisdiction, entered into on or before the date the relevant payment is made but not in force on that date, had the treaty been in force on that date; and

3. provided that, in the case of a recipient falling within either (i) or (ii) above, that company does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;

2.9.2. the recipient of the payment is a US corporation which is incorporated in the USA and subject to tax in the USA on its worldwide income, provided that such US corporation does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;

2.9.3. the recipient of the payment is a US LLC where the ultimate recipients of that payment satisfy the requirement of the provisions of clause 2.9.1 or 2.9.2 above provided that the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes and provided that the LLC and the ultimate recipients of the payment do not provide their commitments in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland; or

2.9.4. the recipient of the payment is a person who is entitled pursuant to the terms of a double taxation agreement between the jurisdiction in which such person is resident for tax purposes and Ireland to receive a payment of this nature from an Irish payer free of Irish withholding taxes (subject to the completion of any procedural formalities);

2.10. that, for the purposes of the opinion given in paragraph 3.4, neither Company has received and will not receive payment or compensation by way of a fee or otherwise from the Issuer or any other person for the provision of the guaranty as set out in the

Indenture (as defined in Schedule 1 hereto); and

2.11. each Company has entered into the Transaction in good faith, for its legitimate business purposes and that it derives commercial benefit from the Transaction commensurate with the risks undertaken by it in the Transaction.

We express no opinion as to any matters falling to be determined other than under the laws of Ireland and, without reference to provisions of other laws imported by Irish private international law, in Ireland as of the date of this letter. Subject to that qualification and to the other qualifications set out herein, we are of the opinion that:

3.1. each Company is a company duly incorporated under the laws of Ireland as a public limited company having a share capital and is a separate legal entity, subject to suit in its own name. Based only on searches carried out in the Irish Companies Registration

Office and the Central Office of the High Court on the date hereof, each Company is validly existing under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over it or to wind it up and each

Company has the corporate power and authority to own its property and to conduct its business as described in the Pricing

Disclosure Package and the Final Memorandum;

3.2. each Company has the necessary power and authority, and all necessary corporate and other action has been taken, to enable it to execute, deliver and perform the obligations undertaken by it under the Agreements, and the implementation by each Company of the foregoing will not cause:

3.2.1. any limit on it or on its directors (whether imposed by the documents constituting that Company or by statute or regulation) to be exceeded; or

3.2.2. any law or legal rules or regulations or order, judgment or decree or its memorandum and articles of association as attached to the relevant certificate to be contravened;

3.3. each of the Agreements to which a Company is party has been duly authorised and executed on its behalf;

3.4. no authorisations, approvals, licences, exemptions or consents of governmental or regulatory authorities with respect to the

Agreements are required to be obtained in Ireland;

3.5. under the laws of Ireland in force at the date hereof, the claims of the Addressee against the Companies under the Agreements will rank at least pari passu with the claims of all other unsecured creditors, except claims which rank at law as preferential claims in a winding up, examinership or receivership;

3.6. it is not necessary or advisable under the laws of Ireland in order to ensure the validity, enforceability, priority or admissibility in evidence (other than any general procedural requirements at the time of enforcement of the Agreements) of the obligations or rights of any party to the Agreements, that the Agreements be filed, registered, recorded, or notarised in any public office or elsewhere or that any other instrument relating thereto be signed, delivered, filed, registered or recorded other than the requirement to file the Statutory Declaration in the Irish Registry of Companies within 21 days of granting of the financial assistance referred to therein and we agree to file same;

3.7. the Companies are not entitled to claim any immunity from suit, execution, attachment or other legal process in Ireland;

3.8. in any proceedings taken in Ireland for the enforcement of the Agreements, the choice of the law of the State of New York as the governing law of the contractual rights and obligations of the parties under the Agreements would be upheld by the Irish Courts:

3.8.1. in respect of matters which are within the scope of the Rome I Regulation EC No 593/2008 on the Law Applicable to

Contractual Obligations (the Rome 1 Regulation ) in accordance with and subject to the provisions of the Rome 1

Regulation; or

3.8.2. in respect of matters falling outside the scope of the Rome 1 Regulation unless considered contrary to public policy, illegal or made in bad faith;

3.9. in any proceedings taken in Ireland for the enforcement of the Agreements, the choice of the law of the State of New York as the governing law of any non-contractual rights and obligations of the parties arising under and pursuant to the Agreements would be upheld by the Irish Courts:

3.9.1. in respect of matters which are within the scope of the provisions of Regulation (EC) No 864/2007 on the Law

Applicable to Non-Contractual Obligations (the 2007 Regulation ), in accordance with and subject to the provisions of the 2007 Regulation; or

3.9.2. in respect of matters falling outside the scope of the 2007 Regulation unless considered contrary to public policy, illegal or made in bad faith;

3.10. the submission by the parties to the exclusive jurisdiction of the courts of the State of New York will be upheld by the Irish courts;

3.11. in any proceedings taken in Ireland for the enforcement of a judgment obtained against the Company in the courts of the State of

New York (a Foreign Judgment) the Foreign Judgment would be recognised and enforced by the courts of Ireland save that to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order of the Irish courts. Such order would be granted on proper proof of the Foreign Judgment without any re-trial or examination of the merits of the case subject to the following qualifications:

3.11.1. that the foreign court had jurisdiction, according to the laws of Ireland;

3.11.2. that the Foreign Judgment was not obtained by fraud;

3.11.3. that the Foreign Judgment is not contrary to public policy or natural justice as understood in Irish law;

3.11.4. that the Foreign Judgment is final and conclusive;

3.11.5. that the Foreign Judgment is for a definite sum of money; and

3.11.6. that the procedural rules of the court giving the Foreign Judgment have been observed.

Any such order of the Irish courts may be expressed in a currency other than euro in respect of the amount due and payable by the

Company but such order may be issued out of the Central Office of the Irish High Court expressed in euro by reference to the official rate of exchange prevailing on the date of issue of such order. However, in the event of a winding up of the Company, amounts claimed by or against the Company in a currency other than the euro (the Foreign Currency ) would, to the extent properly payable in the winding up, be paid if not in the Foreign Currency in the euro equivalent of the amount due in the Foreign

Currency converted at the rate of exchange pertaining on the date of the commencement of such winding up;

3.12. it is not necessary under the laws of Ireland (a) in order to enable the Addressee to enforce their rights under the Agreements or

(b) by reason of the execution of the Agreements, that they should be licensed, qualified or otherwise entitled to carry on business in Ireland;

4.

3.13. the Company is not required to make any deduction or withholding in respect of Irish income tax from any payment it may make in its capacity as guarantor of the obligations of the Issuer in respect of the Notes;

3.14. the Agreements will not be liable to any stamp duty, registration tax or any similar tax or duty imposed by a competent authority of or within Ireland;

3.15. assuming that the Addressee has no presence in Ireland, the Addressee will not be deemed to be domiciled or resident in Ireland for tax purposes or carrying on business in Ireland solely by reason of the making and performance or enforcement of the

Agreements; and

3.16. as of the date hereof and subject to the other statements made in this opinion letter we are not aware of any circumstance concerning the transactions contemplated by the Agreements that would give rise to an Irish court holding that such transactions would violate Irish mandatory rules or Irish public policy however Irish mandatory rules and Irish public policy are constantly evolving.

The opinions set forth in this opinion letter are given subject to the following qualifications:

4.1. an order of specific performance or any other equitable remedy is a discretionary remedy and is not available when damages are considered to be an adequate remedy;

4.2. this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court scheme of arrangement, administration and examination, and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

4.3. this opinion is subject to the general laws relating to the limitation of actions in Ireland;

4.4. a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the Agreements might be held by the Irish courts not to be final, conclusive or binding if it could be shown to have an unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;

4.5. additional interest imposed by any clause of the Agreements might be held to constitute a penalty and the provisions of that clause imposing additional interest would thus be held to be void. The fact that such provisions are held to be void would not in itself prejudice the legality and enforceability of any other provision of the Agreements but could restrict the amount recoverable by way of interest under the Agreements;

4.6. claims may be or become subject to defences of set-off or counter-claim;

4.7. an Irish court has power to stay an action where it is shown that there is some other forum having competent jurisdiction which is more appropriate for the trial of the action, in which the case can be tried more suitably for the interests of all the parties and the ends of justice, and where staying the action is not inconsistent with Council Regulation 2001/44/EC on Jurisdiction and the

Enforcement of Judgments;

4.8. the enforceability of severance clauses is at the discretion of the court and may not be enforceable in all circumstances;

4.9. a waiver of all defences to any proceedings may not be enforceable;

4.10. any provision in the Agreements providing for indemnification resulting from loss suffered on conversion of the amount of a claim made in a foreign currency into euro in a liquidation may not be enforceable;

4.11. in relation to the opinion at paragraph 3.13, the position with regards to whether Irish withholding tax is to be imposed on payments made pursuant to a guarantee is somewhat unclear. There are two alternative treatments. The first (and what is generally regarded as being the better view) is that the payment takes the nature of the underlying obligation. In those circumstances and if, for example, the underlying obligation is a payment of interest, then provided the recipient satisfies the requirements set out in clause 2.9 above, no withholding would be imposed. No withholding tax would be applied in respect of payments of principal in any event. The alternative analysis is that the payment has a nature separate from the underlying obligation. In such circumstances, Irish withholding tax would only be imposed if the payment was treated as an “annual payment” for tax purposes.

The fact that in most cases, a recipient of a payment would take that payment into account only as one component in the overall calculation of trading income for the relevant period means that it is unlikely that the payment would be an “annual payment” for tax purposes and thus subject to withholding tax;

4.12. any undertaking contained in the Agreements by the Companies in respect of stamp duty may not be held to be binding on that

Company;

4.13. an Irish court may refuse to give effect to undertakings contained in the Agreement that the Company will pay legal expenses and costs in respect of any action before the Irish courts;

4.14. we express no opinion on any taxation matters other than as expressly set out in paragraphs 3.13, 3.14 and 3.15 or on the contractual terms of the relevant documents other than by reference to the legal character thereof; and

4.15. any transfer of, or payment in respect of the Agreements or receipt involving any country or any person or group of persons which is currently the subject of an order made by the Minister for Finance of Ireland restricting financial transfers pursuant to the

Financial Transfers Act, 1992 and/or Section 42 of the Criminal Justice (Terrorist Offences) Act, 2005, which include, amongst others, Belarus, Burma (Myanmar), Democratic Republic of Congo, Iran, and Iraq and any transfer of, or payment in respect of, the Notes, or receipt involving the government of any country which is currently the subject of United Nations sanctions, any person or body resident in, incorporated in or constituted under the laws of any such country or exercising public functions in any such country or any person or body controlled by any of the foregoing may be subject to restrictions pursuant to such sanctions as implemented in Irish law.

This opinion letter is given on the basis that it will be construed in accordance with, and governed in all respects by, the laws of Ireland which shall apply between us and all persons interested. It may be relied upon by Eaton Corporation in connection with the transactions contemplated by the Agreements We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the

Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein and this opinion may not be (in whole or in part) used, copied or circulated by any party or for any other purpose without our written consent.

This opinion letter speaks only as of the date hereof and we disclaim any obligation to advise you or any other person of changes of law or fact that occur after the date hereof.

Yours faithfully,

/s/ A&L Goodbody

A&L Goodbody

SCHEDULE 1

The Agreements

Unless otherwise stated all agreements are dated as of 20 November 2012.

1. Indenture dated as of 20 November 2012 as supplemented by a first supplemental indenture dated 30 November 2012 and as further supplemented by a second supplemental indenture dated as of 8 January 2013 entered into among the Issuer, each of the guarantors thereto

(including the Companies) and The Bank of New York Mellon Trust Company, N.A. as trustee, which includes the Exchange Guarantee

(the Indenture ).

2. Registration Rights Agreement entered into among the Issuer, the guarantors thereto (including the Company) and Citigroup Global

Market Inc. and Morgan Stanley & Co. LLC (acting severally on behalf of themselves and the several initial purchasers) (the Registration

Rights Agreement ).

3. Joinder Agreement to the Registration Rights Agreement dated as of 7 January 2013 entered into among the Issuer, the guarantors thereto

(including Cooper) and Citigroup Global Market Inc. and Morgan Stanley & Co. LLC (acting severally on behalf of themselves and the several initial purchasers).

Exhibit 5.5

OFFICE

ADDRESS

Loyens & Loeff (USA) B.V.

Limited Liability Company

555 Madison Avenue, 27th Floor

New York, NY 10022

U.S.A.

TELEPHONE +1 212 489 06 20

FAX +1 212 489 07 10

INTERNET www.loyensloeff.com

To:

Eaton Corporation (the Addressee )

CAPACITY OPINION

Privileged

New York, September 6, 2013

Dear Sir/Madam,

You have requested us, the undersigned, as special counsel on certain matters of Dutch law to Turlock B.V., a private company with limited liability under Dutch law ( besloten vennootschap met beperkte aansprakelijkheid ) (the Company ) to render a capacity opinion regarding the transactions contemplated by the Opinion Documents, including the filing of the registration statement on Form S-4 (the Registration

Statement ) by Eaton Corporation, the Company and certain other guarantors relating to the issuance by Eaton Corporation of up to

$600,000,000 aggregate principal amount of its 0.950% Senior Notes due 2015 (the 2015 Exchange Notes ), $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2017 (the 2017 Exchange Notes ), $1,600,000,000 aggregate principal amount of its 2.750% Senior

Notes due 2022 (the 2022 Exchange Notes ), $700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the 2032

Exchange Notes ) and $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2042 (the 2042 Exchange Notes and, together with the 2015 Exchange Notes, the 2017 Exchange Notes, the 2022 Exchange Notes and the 2032 Exchange Notes, the Exchange

Notes ) in exchange for any and all of its outstanding unregistered 0.950% Senior Notes due 2015, 1.500% Senior Notes due 2017 , 2.750%

Senior Notes due 2022, 4.000% Senior Notes due 2032 and 4.150% Senior Notes due 2042, respectively, and the issuance by the Company of a guarantee with respect to the Exchange Notes. The Exchange Notes and the Exchange Guarantee will be issued under the Indenture.

Headings used in this opinion letter are for ease of reference only and shall not affect the interpretation hereof.

The public limited company Loyens & Loeff N.V. is established in Rotterdam and is registered with the Trade Register of the Chamber of Commerce and Industry under number

24370566. Solely Loyens & Loeff N.V. shall operate as contracting agent. All its services shall be governed by its General Terms and Conditions, including, inter alia, a limitation of liability and a nomination of competent jurisdiction. These General Terms and Conditions have been printed on the reverse side of this page and may also be consulted via www.loyensloeff.com. The conditions were deposited with the Registry of the Rotterdam District Court on 1 July 2009 under number 43/2009.

A MSTERDAM • A RNHEM • B RUSSELS • E INDHOVEN • L UXEMBOURG • R OTTERDAM • A RUBA • C URAÇAO • D UBAI • F RANKFURT • G ENEVA •

H ONG K ONG • L ONDON • N EW Y ORK • P ARIS • S INGAPORE • T OKYO • Z URICH

In this opinion:

Excerpts means, collectively, the Company’s Excerpts and the Former Director’s Excerpt.

Former Director means Intertrust (Netherlands) B.V. in its capacity as the former director B of the Company.

Opinion Documents means, collectively, the documents listed in Schedule I attached hereto.

Resolutions means, collectively, the Board Resolution and the Shareholder’s Resolution.

In rendering this opinion, we have examined and relied upon facsimile or electronically transmitted copies of the executed Opinion Documents and upon facsimile or electronically transmitted copies of the following documents:

(1) a copy of excerpts dated November 20, 2012 and July 16, 2013 (the Company’s Excerpts ) of the registration of the Company in the trade register of the Chambers of Commerce in the Netherlands (the Trade Register ) under number 08169375;

(2) a copy of excerpts dated November 20, 2012 (the Former Director’s Excerpt ) of the registration of the Former Director in the Trade

Register under number 33144202;

(3) a copy of the deed of incorporation of the Company dated January 9, 2008 (the Deed of Incorporation );

(4) a copy of the articles of association ( statuten ) of the Company, dated May 20, 2012 (the Articles );

(5) a copy of the resolution of the management board of the Company (the Management Board ), dated November 14, 2012, resolving to enter into the transactions contemplated by and authorizing the entry into, the execution of and the performance of the Registration Rights

Agreement and the Indenture (the Board Resolution ); and

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(6) a copy of the resolution of the general meeting of shareholders of the Company (the Shareholder’s Meeting ), dated November 14, 2012,

( inter alia ) approving the Board Resolution (the Shareholder’s Resolution ).

We have further relied on the statements made by the Former Director in the certificate dated November 20, 2012 (the Management

Certificate ) and we have assumed without independent investigation, except as otherwise indicated herein, that such statements are correct as of the date hereof.

For the purpose of the opinions expressed herein, we have assumed:

(i) the genuineness of all signatures;

(ii) the authenticity of all agreements, certificates, instruments, and other documents transmitted to us as originals;

(iii) the conformity to the originals of all agreements, certificates, instruments, and other documents transmitted to us as electronically submitted or facsimile copies;

(iv) that the information recorded in each of the Excerpts is true, accurate and complete on the date of the Resolutions, on the date of the

Opinion Documents and on the date hereof (although not constituting conclusive evidence thereof, our assumption is supported by

(i) information obtained by telephone today from the Trade Register confirming that no changes were registered other than shown in the

Excerpts);

(v) that the Opinion Documents have not been amended, supplemented, terminated, rescinded, nullified or declared null and void;

(vi) that the Former Director has been duly incorporated as a private company with limited liability ( besloten vennootschap met beperkte

aansprakelijkheid ) under Dutch law;

(vii) that (i) the Deed of Incorporation is a valid notarial deed ( authentieke akte ), (ii) the contents thereof are correct and complete and

(iii) there were no defects in the incorporation process (not appearing on the face of the Deed of Incorporation) for which a court might dissolve the Company;

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(viii) that neither the Company nor the Former Director has been dissolved ( ontbonden ), merged ( gefuseerd ), split up ( gesplitst ), granted a suspension of payments ( surseance verleend ), declared bankrupt ( failliet verklaard ), subjected to any other insolvency proceedings listed in Annex A or winding up proceedings listed in Annex B of the 29 May 2000 Council Regulation (EC) No 1346/2000 on

Insolvency Proceedings (the Insolvency Regulation ), listed in Annex I to Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to combat terrorism, as amended from time to time (although not constituting conclusive evidence thereof, this assumption is supported by

(a) the contents of the Excerpts, (b) information obtained by telephone today from the bankruptcy clerk’s office ( faillissementsgriffie ) of the relevant court in Amsterdam, the Netherlands, and (c) a search today on the relevant website (www.rechtspraak.nl) in respect of the international bankruptcy clerk’s office ( internationale faillissementsgriffie ) of the court in The Hague, the Netherlands);

(ix) that the Articles are the articles of association ( statuten ) of the Company in force on the date of the Resolutions, on the date of the

Opinion Documents and on the date hereof (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Management Certificate and the Company’s Excerpts);

(x) that the Resolutions (a) correctly reflect the resolutions made by the Management Board and the Shareholder’s Meeting, respectively, in respect of the transactions contemplated by the Registration Rights Agreement and the Indenture, and (b) have not been and will not be amended, nullified, revoked, or declared null and void (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Management Certificate);

(xi) that there are no persons with a right to attend and address the general meeting ( vergaderrecht ) other than the persons who have signed the Shareholders’ Resolution (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the

Shareholder’s Resolution);

(xii) that none of the members of the management board of the Former Director nor any of its proxy-holders ( procuratiehouder ) has a

(potential) conflict of interest with the Company or the Former Director (as the case may be) in connection with the Registration Rights

Agreement and the Indenture or the transactions contemplated thereby, that would preclude any of them from validly representing the

Former Director as one of the directors of the Company;

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(xiii) that there is no works council ( ondernemingsraad ) with jurisdiction over the transactions envisaged by the Opinion Documents

(although not constituting conclusive evidence thereof, our assumption is supported by the contents of the Board Resolution); and

(xiv) that the entering into of the Opinion Documents by the Company is in furtherance of its corporate objects as meant in section 2:7 of the

Dutch Civil Code.

Based upon the foregoing and subject to (a) any factual matters or documents not disclosed to us in the course of our investigation and (b) the qualifications and limitations stated hereinafter, we are of the opinion that on the date hereof:

Corporate status

A. The Company has been duly incorporated and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid (private company with limited liability) under Dutch law.

Corporate power

B. The Company has the corporate power and authority to execute and deliver the Opinion Documents and to perform its obligations thereunder.

Duly authorized

C. The execution and delivery by the Company of the Registration Rights Agreement and the Indenture, and the performance by the Company of its obligations thereunder, have been duly authorized by all requisite corporate action on the part of the Company.

Due execution and delivery

D. The Company has duly executed and delivered the Opinion Documents.

Non-conflict

E. The execution and delivery by the Company of the Opinion Documents and the performance by the Company of its obligations under the

Opinion Documents do not conflict with or result in a violation of the Articles or the provisions of any published law, rule or regulation of general application of the Netherlands.

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Consents

F. No approval, authorization or other action by, or filing with, any Dutch governmental, regulatory or supervisory authority or body, is required in connection with the execution by the Company of the Opinion Documents and the performance of its obligations thereunder.

This opinion is subject to the following qualifications: a. The opinions expressed herein may be affected or limited by the provisions of any applicable bankruptcy ( faillissement ), insolvency, fraudulent conveyance ( actio Pauliana ), reorganization, suspension of payments ( surseance van betaling ) and other laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights (including but not limited to the laws that apply pursuant to the Insolvency Regulation). b. The Company may be designated by the Dutch Central Bank ( De Nederlandsche Bank N.V. ) pursuant to its Regulation of 4 February

2003, implementing the reporting instructions under the Act on Financial Foreign Relations 1994 ( Wet financiële betrekkingen buitenland

1994 ), to file reports with the Dutch Central Bank for the benefit of the composition of the balance of payments for the Netherlands by the

Dutch Central Bank. c. The validity of the Opinion Documents may be affected by the ultra vires provisions of section 2:7 of the Dutch Civil Code. These provisions give legal entities the right to invoke the nullity of a transaction if such transaction entered into by such entity cannot serve to realize the objects of such entity and the other parties to such transaction knew, or without independent investigation, should have known, that such objects and purposes have been exceeded. All circumstances relevant in determining corporate benefit should be taken into account, including the wording of the objects clause of the articles of association and the level of (direct or indirect) benefit derived by the legal entity.

We express no opinion on any law other than Dutch law (unpublished case law not included) as it currently stands. The terms “the Netherlands” and “Dutch” refer solely to the European part of the Kingdom of the Netherlands. We express no opinion on any laws of the European Union

(insofar as not implemented in the Netherlands in statutes or regulations of general application) unless it concerns EU

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Regulations ( Verordeningen ) in effect in the Netherlands on the date of the opinion. In this opinion letter, we express no opinion on the validity or enforceability of the Opinion Documents, on tax law, on the business merits of the transaction contemplated by the Opinion Documents, on financial assistance rules or on anti-trust law/competition law.

In this opinion letter, Dutch legal concepts are sometimes expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions.

Furthermore, we note that a term may for the purposes of one area of Dutch law have a meaning that is different from the meaning for the purposes of other areas of Dutch law. In this opinion letter, the meaning to be attributed to an English term shall be the meaning attributed to the equivalent Dutch concept for the purposes of the relevant area of Dutch law.

This opinion letter may only be relied upon by any person that is allowed to do so in accordance with the last paragraph of this opinion letter under the express condition that any issue of interpretation or liability arising thereunder will be governed by Dutch law and be brought exclusively before the competent court in Rotterdam, the Netherlands. This opinion letter is issued by Loyens & Loeff (USA) B.V.; natural persons or legal entities that are involved in the services provided by or on behalf of Loyens & Loeff (USA) B.V. cannot be held liable in any manner whatsoever. This opinion letter may only be relied upon under the express condition that any liability of Loyens & Loeff (USA) B.V. is limited to the amount paid out under its professional liability insurance policies.

This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in any of the above documents or any other document examined in connection with this opinion letter except as expressly confirmed herein.

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This opinion letter is addressed to you and may only be relied upon by you (and your legal counsel in rendering their opinion) in connection with the transactions to which the Opinion Documents relate, and may not be disclosed to and relied upon by any other person, firm, company, or institution without our prior written consent, save that this opinion letter may be disclosed to (but not relied upon by) (i) auditors, regulators, affiliates and professional advisers of the Addressee, or (ii) as required by law or regulation applicable to the Addressee. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein.

Yours faithfully,

/s/ Loyens & Loeff (USA) B.V.

Loyens & Loeff (USA) B.V.

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SCHEDULE I

OPINION DOCUMENTS

1 That certain New York law registration rights agreement dated November 20, 2012, entered into by and among ( inter alia ) Turlock

Corporation as issuer, the Company as guarantor, and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as the representatives

(the Registration Rights Agreement ).

2 That certain New York law indenture dated November 20, 2012 by and among, inter alios , Eaton Corporation, the Company, the other

Initial Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A. as trustee, relating to the Notes, including the forms of Notes attached as exhibits thereto, setting forth, among other things, the respective rights and obligations of the Eaton

Corporation as issuer, the Initial Guarantors and the trustee with respect to the Notes, and the guarantees provided in relation to the Notes by, inter alios , the Company (as amended and supplemented, the Indenture ).

3 The form S-4 registration statement dated August [23], 2013 to be executed by and among ( inter alia ) Eaton Corporation, the Company , certain other Guarantors (as defined therein), relating to the filing with the Securities and Exchange Commission under the Securities Act of 1933 (as amended) in connection with the issuance of certain Exchange Notes under the Indenture.

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Exhibit 5.6

Linklaters LLP

35 Avenue John F. Kennedy

P.O. Box 1107

L-1011 Luxembourg

Telephone (352) 26 08 1

Facsimile (352) 26 08 88 88 melinda.perera@linklaters.com

To:

Eaton Corporation



United States of America

6 September 2013

Dear Sirs,

Exchange Offer

1 Introduction

We have acted as Luxembourg legal advisers to Eaton Corporation in connection with the registration statement on Form S-4 (the “

Registration Statement ”) under the US Securities Act of 1933 by Eaton Corporation, the Companies (as defined below and certain other guarantors in relation to the $600,000,000 aggregate principal amount of its 0.950% Senior Notes due 2015 (the “ 2015 Exchange

Notes ”), $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2017 (the “ 2017 Exchange Notes ”),

$1,600,000,000 aggregate principal amount of its 2.750% Senior Notes due 2022 (the “ 2022 Exchange Notes ”), $700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “ 2032 Exchange Notes ”) and $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2042 (the “ 2042 Exchange Notes ” and, together with the 2015 Exchange Notes, the 2017

Exchange Notes, the 2022 Exchange Notes and the 2032 Exchange Notes, the “ Exchange Notes ”), each of which have been registered under the Securities Act of 1933, for any and all of its outstanding unregistered 0.950% Senior Notes due 2015 (the “ Outstanding 2015

Notes ”), 1.500% Senior Notes due 2017 (the “ Outstanding 2017 Notes ”), 2.750% Senior Notes due 2022 (the “ Outstanding 2022

Notes ”), 4.000% Senior Notes due 2032 (the “ Outstanding 2032 Notes ”) and 4.150% Senior Notes due 2042 (the “ Outstanding 2042

Notes ” and, together with the Outstanding 2015 Notes, the Outstanding 2017 Notes, the Outstanding 2022 Notes and the Outstanding

2032 Notes, the “ Outstanding Notes ”) and the issuance by (i) Eaton Technologies (Luxembourg) S.à r.l., a société à responsabilité

limitée incorporated under

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors

Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

the laws of the Grand Duchy of Luxembourg, having its registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-172818 (“ Luxco 1 ”) and

(ii) Eaton Controls (Luxembourg) S.à r.l., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of

Luxembourg, having its registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-9.145 (“ Luxco 2 ”, together with Luxco 1, the “

Companies ”) of a guarantee (the “ Exchange Guarantee ”) with respect to the Exchange Notes.

We have taken instructions solely from Eaton Corporation.

Unless otherwise specified, any defined term used in this opinion shall have the same meaning as in the Supplemental Indenture (as defined below).

2 Scope of inquiry

For the purpose of this opinion, we have examined, inter alia , originals, copies or facsimile copies of the following documents:

2.1 a copy of the executed supplemental indenture dated as of 30 November 2012 and entered into by, inter alia , the Companies, (the “

Supplemental Indenture ”) pursuant to which the Companies have become parties to the indenture dated as of 20 November 2012 and entered into by, inter alia, Turlock Corporation and the Bank of New York Mellon Trust Company, N.A., providing for the guarantee of the Exchange Notes (the “ Base Indenture ” and together with the Supplemental Indenture the “ Indenture ”);

2.2 a copy of the executed joinder agreement to registration rights agreement dated 30 November 2012 and entered into by, inter alia , the

Companies, (the “ Joinder Agreement ”) pursuant to which the Companies have become parties to the registration rights agreement dated 20 November 2012 and entered into by, inter alia, Turlock Corporation and the Bank, providing for the exchange of the

Outstanding Notes into Exchange Notes (the “ Original Registration Rights Agreement ” and together with the Joinder Agreement, the

“ Registration Rights Agreement ”);

2.3 an excerpt dated 6 September 2013, obtained from the online services of the Luxembourg Register of Commerce and Companies’ official website pertaining to Luxco 1 (the “ Luxco 1 Excerpt ”);

2.4 an excerpt dated 6 September 2013, obtained from the online services of the Luxembourg Register of Commerce and Companies’ official website pertaining to Luxco 2 (the “ Luxco 2 Excerpt ”, together with Luxco 1 Excerpt, the “ Excerpts ”);

2.5 a certificate of non-inscription of judicial decisions dated 6 September 2013, obtained from the online services of the Luxembourg

Register of Commerce and Companies’ official website pertaining to Luxco 1 (the “ Luxco 1 Certificate ”);

2.6 a certificate of non-inscription of judicial decisions dated 6 September 2013, obtained from the online services of the Luxembourg

Register of Commerce and Companies’ official website pertaining to Luxco 2 (the “ Luxco 2 Certificate ” together with Luxco 1

Certificate, the “ Certificates ”);

2.7 the coordinated articles of incorporation of Luxco 1 dated 21 May 2013 (the “ Luxco 1 Articles ”);

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2.8 the coordinated articles of incorporation of Luxco 2 dated 25 January 2013 (the “ Luxco 2 Articles ” and together with the Luxco 1

Articles, the “ Articles ”);

2.9 the minutes of the meeting of the board of managers of Luxco 1 held on 29 November 2012, authorising, among other things, the entry by

Luxco 1 into the Documents (the “ Luxco 1 Minutes ”); and

2.10 the minutes of the meeting of the board of managers of Luxco 2 held on 29 November 2012, authorising, among other things, the entry by

Luxco 2 into the Documents (the “ Luxco 2 Minutes ”, together with Luxco 1 Minutes, the “ Minutes ”).

The Indenture and the Registration Rights Agreement are in the following referred to as the “ Documents ”.

3 Assumptions

For the purpose of this opinion, we have made the following assumptions:

3.1 all copy documents conform to the originals and all originals are genuine and complete;

3.2 each signature on the originals is the genuine signature of the individual concerned;

3.3 the legal capacity and legal right under all relevant laws and regulations of all individuals signing the Documents;

3.4 each person expressed to be a party to the Documents (other than the Companies) is duly incorporated and organised, validly existing under the laws of its jurisdiction of incorporation and/or the jurisdiction of its principal place of business, and is fully qualified and empowered to own its assets and carry on its business in each jurisdiction in which it owns assets and carries on business;

3.5 the Documents have been, or will be, duly authorised, executed and delivered by or on behalf of all relevant parties (other than the

Companies) and, when signed by all the parties (other than the Companies), are legal, valid, binding and enforceable against all relevant parties in accordance with its respective terms under the applicable law and all other relevant laws;

3.6 all preconditions to the obligations of the parties under all relevant documents have been satisfied or duly waived and that there has been no breach of the terms of such documents on the date hereof;

3.7 all authorisations and consents of any country which may be required (other than Luxembourg) in connection with the execution, delivery and performance of the Documents and other documents in respect thereof have been or will be obtained;

3.8 the Articles have not been amended and remain in full force and effect without modification;

3.9 the Minutes are true records of the proceedings described therein and were validly passed in a duly convened, constituted and quorate meeting and remain in full force and effect without modification;

3.10 the Certificates and the Excerpts are up-to-date and remain in full force and effect;

3.11 the Companies derive an economic and commercial benefit from the Documents;

3.12 there have been no dealings between the parties which affect the Documents;

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3.13 the Companies have their central administration within the meaning of the law of 10 August 1915 on commercial companies, as amended, and/or the centre of their main interests in Luxembourg within the meaning of Council Regulation EC/1346/2000 of 29 May

2000 on insolvency proceedings in Luxembourg; and

3.14 there is nothing under any law (other than the laws of Luxembourg) which would or might affect the opinions hereinafter appearing.

4 Opinion

Based on the documents referred to in paragraph 2 and the assumptions in paragraph 3 and subject to the qualifications in paragraph 5 and to any matters not disclosed to us, we are of the following opinion:

4.1 Luxco 1 has been duly incorporated and is validly existing as a société à responsabilité limitée for an unlimited duration under the laws of Luxembourg. Luxco 1 is duly registered with the Luxembourg Register of Commerce and Companies respectively under Section B number 172.818.

4.2 Luxco 2 has been duly incorporated and is validly existing as a société à responsabilité limitée for an unlimited duration under the laws of Luxembourg. Luxco 2 is duly registered with the Luxembourg Register of Commerce and Companies respectively under Section B number 9.145.

4.3 On the basis of the Certificates, as at 5 September 2013, the Companies have not been declared bankrupt or are not subject to court ordered liquidation (“ liquidation judiciaire” ), composition with creditors (“ concordat préventif de la faillite ”), controlled management proceedings (“ gestion contrôlée ”), suspension of payment (“ sursis de paiement ”) or provisional administration (“ administration

provisoire ”) in Luxembourg.

4.4 The Companies have the corporate power and authority to enter into the Documents and to exercise their rights and to perform their obligations under the Documents.

4.5 The entry into the Documents and the performance of their obligations under the Documents have been duly authorised, and the

Documents have been validly executed by and on behalf of the Companies.

4.6 The entry into and execution by the Companies of the Documents and the performance of their respective obligations under the

Documents do not contravene the law of 10 August 1915 on commercial companies, as amended, and the entry into, the execution and the performance of their obligations under the Documents does not contravene or constitute a breach of their Articles.

4.7 Under Luxembourg law, there are no governmental or regulatory consents, approvals or authorisations, registration or similar further acts required by the Companies for their entry into the Documents and the performance of their obligations under the Documents.

5 Qualifications

This opinion is subject to the following qualifications:

5.1 this opinion is subject to all limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors;

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5.2 our opinion that the Companies are existing is based on the Articles, the Excerpts and the Certificates. It should be noted that the Excerpts are not capable of revealing conclusively whether or not a winding up petition has been presented because notice of a winding up order or a winding up resolution passed may not be filed immediately with the Luxembourg Register of Commerce and Companies. It should also be noted that the Certificates are not capable of revealing conclusively whether or not a winding up or administration petition or order has been presented or made, a receiver appointed, an arrangement with creditors proposed or approved or any other insolvency proceeding commenced. According to the law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, the clerk of the commercial court must file notice of a winding up order with the Luxembourg Register of

Commerce and Companies within one month from the date of such an order;

5.3 we express no opinion as to the accuracy of any warranties and representations given or made by the Companies (expressly or impliedly), save and insofar as the matters warranted are the subject matter of specific opinions in this letter;

5.4 we do not express any opinion as to any taxation matters;

5.5 we do not express any opinion as to any accounting matters;

5.6 we express no opinion on the validity or enforceability of the Documents;

5.7 we express no opinion on any documents that were not specifically examined by us and that are referred to in the Documents;

5.8 we express no opinion as to the application of the Luxembourg law of 12 July 2013 on alternative investment fund managers to the

Companies.

6 Luxembourg law

This opinion is governed by and based upon Luxembourg laws in existence as at the date hereof and as applied by the Luxembourg courts, published and presently in effect. We undertake no responsibility to notify any addressee of any change in the laws of

Luxembourg or their construction or application after the date of this opinion.

In this opinion, Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may only be relied upon under the express condition that any issues of interpretation arising above will be governed by Luxembourg law and be brought before a Luxembourg court.

We express no opinion as to any laws other than the laws of Luxembourg and we have assumed that there is nothing in any other law that affects our opinion.

7 Reliance

This opinion is addressed only to you. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else other than you or for any other purpose than the execution of the Documents or quoted or referred to in any public document or filed with anyone without our express consent. This opinion may, however, be disclosed by the addressee hereof to the extent required by law, regulation or any governmental or competent regulatory authority or in connection with legal proceedings relating to the Documents and

Page 5 of 6

to your affiliates’ employees, auditors, professional advisors and any body which acts as regulator provided that such disclosure is made on a non-reliance basis only and on the basis that this opinion is confidential and may not be further disclosed and may not be relied upon without our express consent except as specified in this opinion. We hereby consent to the filing of this opinion with the Securities and

Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal

Matters” in the prospectus included therein.

Yours faithfully

Linklaters LLP

by: /s/ Mélinda Perera

Mélinda Perera

Page 6 of 6

Exhibit 21.1

Eaton Corporation plc

S-4 Registration Statement

Exhibit 21.1

Subsidiaries of Eaton Corporation plc

Eaton is publicly held and has no parent corporation. Eaton’s subsidiaries as of July 31, 2013 and the state or country in which each was organized are as follows:

Consolidated Subsidiaries (A)

Elpro Technologies, LLC

Where Organized

California

Illumination Management Solutions, Inc.

Martek Power Incorporated

Eaton Energy Solutions, Inc.

Aeroquip International Inc.

Bussmann International Holdings, LLC

Bussmann International, Inc.

CBE Services, Inc.

Cooper B-Line, Inc.


Cooper Crouse-Hinds MTL, Inc.


Cooper Electrical International, LLC

Cooper Enterprises LLC

Cooper Finance USA, Inc.

Cooper Industries International, LLC

Cooper Industries Middle East, LLC

Cooper Industries Philippines, LLC

Cooper Industries Poland, LLC

Cooper Industries South Africa, LLC

Cooper Industries Vietnam, LLC

Cooper Industries, LLC

Cooper Interconnect, Inc.

Cooper International Finance, Inc.


Cooper Notification, Inc.


Cooper Technologies Company

Eaton Aerospace LLC

Eaton Asia Investments Corporation


Eaton Holding International LLC


Eaton Industrial Corporation

Eaton International Corporation

Eaton Worldwide LLC

EIC Holding GP I

EIC Holding GP II

EIC Holding GP III

EIC Holding GP IV

EIC Holding I LLC

California

California

Colorado

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

EIC Holding II LLC

EIC Holding III LLC

EIC Holding IV LLC

EIC Holding V LLC

EIC Holding VI LLC

FHF Safety Products Inc.

Hernis Scan Systems Holdings, Inc.

Intelligent Switchgear Organization LLC

Martek Group Inc.

Martek Power Holdings Inc.

McGraw-Edison Development Corporation

MTL Instruments LLC

MTL Partners II, Inc.

MTL Partners, Inc.

Standard Automation & Control LP

Vickers International Inc.

Viking Electronics, Inc.


Wright Line LLC

Azonix Corporation

WPI-Boston Division, Inc.

Eaton Ann Arbor LLC

Cannon Technologies, Inc.

Cooper Wheelock, Inc.

RTK Instruments Limited Liability Company


Eaton (US) LLC

Eaton Aeroquip LLC

Eaton Corporation

Eaton Holding II LLC

Eaton Holding LLC

Eaton Leasing Corporation


Sure Power, Inc.

Martek Power Laser Drive, LLC

Cooper Securities, Inc.

HERNIS Scan Systems - US Inc.

Cooper Power Systems Transportation Company

Eaton Industries (Argentina) S.A.

Cooper Australia Holdings Pty. Ltd.

Cooper Australia Investments Pty. Ltd.

Cooper Electrical Australia Pty. Limited

Eaton Industries Pty. Ltd.

Elpro International Pty Ltd.

Elpro Technologies Pty. Limited

MTL Instruments Pty Limited

Eaton Holding G.m.b.H.

Eaton Industries (Austria) G.m.b.H.

Eaton Holding SRL

Eaton Electric SPRL

2

Minnesota

New Jersey

New Jersey

New York

Ohio

Ohio

Ohio

Ohio

Ohio

Ohio

Ohio

Oregon

Pennsylvania

Texas

Texas

Wisconsin

Argentina

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Austria

Austria

Barbados

Belgium

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Massachusetts

Massachusetts

Michigan

Eaton Filtration BVBA

Eaton Industries (Belgium) BVBA

Aeroquip-Vickers International Ltd.

Cambridge International Insurance Company Ltd.

Cooper Bermuda Investments Ltd.

Cooper Finance Group Ltd.

Cooper Investment Group Ltd.


Eaton Industries Holdings Ltd.

Eaton Services Limited

Saturn Insurance Company Ltd.

Aeroquip do Brasil Ltda.

Blinda Industria e Comercio Ltda.

Bussmann do Brasil Ltda.

Cooper Power Systems do Brasil Ltda.

Eaton Ltda.

Eaton Power Solutions Ltda.

Hernis Scan System do Brasil Comercio E Servicos LTDA

Moeller Electric Ltda.

Moeller Industria de electro-electronicos do Amazonas Ltda.

Collins Associates Ltd.

Digital Lighting Holdings Limited

Phoenixtec International Corp.

Senyuan International Investments Limited

Silver Light International Limited

Winner Hydraulics Ltd.

Eaton Industries EOOD

Aeroquip-Vickers Canada, Inc.

Arrow Hose & Tubing, Inc

Cooper Finance (Canada) L.P.

Cooper Indusries Holdings (Canada) Inc.

Cooper Industries (Canada) Inc.

Cooper Industries (Electrical) Inc.

CopperLogic, Ltd.

Cyme International T & D Inc.

Eaton ETN Offshore Company

Eaton ETN Offshore II Company

Eaton Industries (Canada) Company

Fifth Light Technology Ltd.

Moeller Canada Limited

Aeroquip Financial Ltd.

Cooper Colombia Investments, Ltd.

Cooper International Holdings, Ltd.

Cooper Netherlands Investments, Ltd.

Cooper Switzerland Investments, Ltd.

Cutler-Hammer Electrical Company

3

Belgium

Belgium

Bermuda

Bermuda

Bermuda

Bermuda

Bermuda

Bermuda

Bermuda

Bermuda

Bermuda

Brazil

Brazil

Brazil

Brazil

Brazil

Brazil

Brazil

Brazil

Brazil

British Virgin

Islands

British Virgin

Islands

British Virgin

Islands

British Virgin

Islands

British Virgin

Islands

British Virgin

Islands

Bulgaria

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Canada

Cayman Islands

Cayman Islands

Cayman Islands

Cayman Islands

Cayman Islands

Cayman Islands

Cutler-Hammer Industries Ltd.

Eaton Holding I Limited

Eaton Holding II Limited

Eaton Holding III Limited

Georgetown Financial Services Ltd.

Green Holding Company

Eaton Industries (Chile) S.p.A.

Rolec Comercial e Industrial S.A.

Beijing Internormen-Filter Ltd. Co.

Cooper (China) Co., Ltd.

Cooper (Ningbo) Electric Co., Ltd.

Cooper Edison (Pingdingshan) Electronic Technologies Co., Ltd.

Cooper Electric (Changzhou) Co., Ltd.

Cooper Electric (Shanghai) Co., Ltd.

Cooper Electronic Technologies (Shanghai) Co., Ltd.

Cooper Shanghai Power Capacitor Co., Ltd.

Cooper Xi’an Fusegear Co., Ltd.

Cooper Yuhua (Changzhou) Electric Equipment Manufacturing Co., Ltd.

Digital Lighting (Dong Guan) Co., Ltd.

Dongguan Cooper Electronics Co. Ltd.

Dongguan Fu Li An Electronics Co., Ltd.

Dongguan Wiring Devices Electronics Co., Ltd.

Eaton (China) Investments Co., Ltd.

Eaton Electrical (Zhongshan) Co., Ltd.

Eaton Electrical Equipment Co., Ltd.

Eaton Electrical Ltd.

Eaton Filtration (Shanghai) Co. Ltd.

Eaton Fluid Power (Shanghai) Co., Ltd.

Eaton Hydraulics (Luzhou) Co., Ltd.

Eaton Hydraulics (Ningbo) Co., Ltd.

Eaton Hydraulics Systems (Jining) Co., Ltd.

Eaton Industrial Clutches and Brakes (Shanghai) Co., Ltd.

Eaton Industries (Jining) Co., Ltd

Eaton Industries (Shanghai) Co., Ltd.

Eaton Industries (Wuxi) Co. Ltd.

Eaton Power Quality (Shanghai) Co., Ltd.

Eaton SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.

Eaton Senstar Automotive Fluid Connectors (Shanghai) Co., Ltd.

Funke+Huster (Tianjin) Electronics Co. Ltd.

Gomex Rubber and Plastics (Shanghai) Ltd.

Kaicheng Funke+Huster (Tangshan) Mining Electrical Co. Ltd.

Lian Zheng Electronics (Shenzhen) Co., Ltd.

Moeller Electric (Shanghai) Co., Ltd.

MTL Instruments (Shanghai) Co. Ltd

Nanjing Xinyijia Electrical Co., Ltd.

Phoenixtec Electronics (Shenzhen) Co., Ltd.

Santak Electronics (Shenzhen) Co., Ltd.

Shanghai Eaton Engine Components Co., Ltd.

UPE Electronics (Shenzhen) Co., Ltd.

Zhenjiang Daqo Eaton Electrical Systems Co., Ltd.

4

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

China

Cayman Islands

Cayman Islands

Cayman Islands

Cayman Islands

Cayman Islands

Cayman Islands

Chile

Chile

China

China

China

China

China

China

China

China

China

China

China

China

China

China

Cooper Industries Colombia S.A.S.

Eaton Industries (Colombia) S.A.S.

Eaton Electrical S.A.

Eaton Finance N.V.

Eaton Electric s.r.o.

Eaton Elektrotechnika s.r.o.

Eaton Industries s.r.o.

Eaton Electrical ApS

Eaton Filtration (Denmark) ApS

Cutler-Hammer, SRL

Eaton Industries (Egypt) Ltd.

Eaton Holec OY

Eaton Power Quality OY (Finland)

Cooper Capri S.A.S.

Cooper Menvier France SARL

Cooper Securite S.A.S.

Eaton France Holding S.A.S.

Eaton Industries (France) S.A.S.

Eaton Power Quality S.A.S.

Eaton S.A.S.

Eaton Technologies S.A.

Martek Power F SAS

MP Group SAS

MTL Instruments SARL

Sefelec SAS

Semelec SAS

CEAG Notlichtsysteme GmbH

Cooper Crouse-Hinds GmbH

Cooper Germany Holdings GmbH

Cooper Industries Finanzierungs-GbR

Cooper Industries Holdings GmbH

Cooper Investments Partners GmbH Co. KG

Cooper Investments Verwaltungsgesellschaft mbH

Eaton Automotive G.m.b.H.

Eaton Electric G.m.b.H.

Eaton Electrical IP G.m.b.H. & Co. KG

Eaton Germany G.m.b.H.

Eaton GmbH & Co. KG

Eaton Holding SE & Co. KG

Eaton Industrial IP G.m.b.H. & Co. KG

Eaton Industries G.m.b.H.

Eaton Industries Holding G.m.b.H.

Eaton Production International G.m.b.H.

Eaton SE

Eaton Technologies G.m.b.H.

Eaton Technologies IP G.m.b.H. & Co. KG

FHF Bergbautechnik GmbH & Co. KG

FHF Funke+Huster Fernsig GmbH

FHF New World GmbH

Funke+Huster GmbH

5

France

France

France

France

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Germany

Colombia

Colombia

Costa Rica

Curacao

Czech Republic

Czech Republic

Czech Republic

Denmark

Denmark

Dominican Republic

Egypt

Finland

Finland

France

France

France

France

France

France

France

France

France

GeCma Components Electronic GmbH

Institute for International Product Safety G.m.b.H.

Martek Power GmbH

MTL Instruments GmbH

Sefelec GmbH

Cooper Univel S.A.

Digital Lighting Co., Limited

Eaton Electric & Engineering Services Limited

Eaton Enterprises Limited

Eaton Power Quality Limited

Martek Power Limited

Maxiford Trading Limited

Riseson International Limited

Santak Electronics Company Limited

Scoremax Limited

Silver Victory Hong Kong Limited

Tai Ah Electrical Ltd.

True Fortune Limited

Vickers Systems Limited

Cooper Bussmann Hungaria Kft.

Cooper Hungary Group Financing LLC

Eaton Industries KFT

Cooper Bussmann India Private Limited

Cooper India Private Limited

Eaton Electric Private Limited

Eaton Fluid Power Limited

Eaton Industrial Systems Private Limited

Eaton Industries Private Limited

Eaton Power Quality Private Limited

Eaton Technologies Private Limited

Internormen Filters Private Limited

MTL Instruments Private Limited

PT. Fluid Sciences Batam

Abeiron III Limited

Cooper Industries

Cooper Industries Holdings (Ireland) Limited

Cooper Industries Trading Limited

Eaton Finance (Ireland) Limited

Eaton Industries (Ireland) Ltd.

Tractech (Ireland) Limited

Tractech Industries (Ireland) Limited

TT (Ireland) Acquisition Limited

Filflex LTD

Cooper Csa Srl

Eaton Filtration (Italy) S.r.l.

Eaton Fluid Power S.r.l.

Eaton Industries (Italy) S.r.l.

Eaton S.r.l.

Gitiesse S.r.l.

MTL Italia Srl

6

India

India

India

India

India

India

India

India

India

India

Indonesia

Ireland

Ireland

Ireland

Ireland

Ireland

Ireland

Ireland

Ireland

Ireland

Israel

Italy

Italy

Italy

Italy

Italy

Italy

Italy

Germany

Germany

Germany

Germany

Germany

Greece

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hungary

Hungary

Hungary

Cooper Industries Japan K.K.

Eaton Filtration Ltd.

Eaton Industries (Japan) Ltd.

Eaton Japan Co., Ltd.

Moeller Electric Ltd.

Eaton Electric S.I.A.

Cooper Investment Group S.a.r.l.

Eaton Controls (Luxembourg) S.a.r.l.

Eaton Holding II S.a.r.l.

Eaton Holding III S.a.r.l.

Eaton Holding IV S.a.r.l.

Eaton Holding IX S.a.r.l.

Eaton Holding S.a r.l.

Eaton Holding V S.a.r.l.

Eaton Holding VI S.a.r.l.

Eaton Holding VIII S.a.r.l.

Eaton Holding X S.a.r.l.

Eaton Moeller S.a.r.l.

Eaton Technologies (Luxembourg) S.a.r.l.

Martek Power SA

Cooper Industries Malaysia SDN BHD

Eaton Industries Sdn. Bhd.

ETN Asia International Limited

ETN Holding 1 Limited



Arrow-Hart, S. de R.L. de C.V.

Bussman, S. de R.L. de C.V.

Componentes de Iluminacion, S. de R.L. de C.V.

Cooper Crouse-Hinds, S. de R.L. de C.V.

Cooper Industries Mexico, S. de R.L. de C.V.

Cooper Lighting de Mexico, S. de R.L. de C.V.

Cooper Mexico Distribucion, S. de R.L. de C.V.

Cooper Wiring Devices de Mexico, S.A de C.V.

Cooper Wiring Devices Manufacturing, S. de R.L. de C.V.

Eaton Controls, S. de R.L. de C.V.

Eaton Industries, S. de R.L. de C.V.

Eaton Solutions, S. de R.L. de C.V.

Eaton Technologies, S. de R.L. de C.V.

Eaton Trading Company, S. de R.L. de C.V.

Eaton Truck Components, S. de R.L. de C.V.

Electromanufacturas, S de R.L. de C.V.

Iluminacion Cooper de las Californias, S de R.L. de C.V.

Martek Power S.A. de C.V.

Eaton Electric S.a.r.l.

Blessing International B.V.

Cooper Crouse-Hinds B.V.

Cooper Industries Finance B.V.

Cooper Industries Global B.V.

Cooper Safety B.V.

7

Mauritius

Mauritius

Mauritius

Mauritius

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Mexico

Morocco

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Japan

Japan

Japan

Japan

Japan

Latvia

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Luxembourg

Malaysia

Malaysia

Eaton B.V.

Eaton C.V.

Eaton Holding I B.V.

Eaton Holding III B.V.

Eaton Holding International I B.V.

Eaton Holding V B.V.

Eaton Holding VI B.V.

Eaton Holding VII B.V.

Eaton Industries (Netherlands) B.V.

Eaton International B.V.

Eaton Moeller B.V.

MTL Instruments B.V.

Scantronic Benelux BV

Stichting Deutschland Investments

Turlock B.V.

Eaton Industries Company

Eaton Industries International (Nigeria) Ltd.

Cooper Crouse-Hinds AS

Eaton Electric AS

Hernis Scan Systems A/S

Norex AS

Rolec S.A.C.

Eaton Automotive Components Spolka z.o.o.

Eaton Automotive Spolka z.o.o.

Eaton Automotive Systems Spolka z.o.o.

Eaton Electric Spolka z.o.o.

Eaton Filtration (Poland) Sp. z.o.o.

Eaton I Spolka z.o.o.

Eaton Truck Components Spolka z.o.o.

Cooper Pretronica Lda.

Eaton Madeira SGPS Lda.

Cooper Industries Romania SRL

Eaton Electric S.r.l.

Eaton Electro Productie S.r.l.

Cooper Industries Russia LLC

Eaton LLC

OOO Moeller Elektrik Produktion Mozhajsk

Eaton II LP

Eaton III LP

Eaton Industries LP

Eaton IV LP

Eaton LP

Eaton Manufacturing LP

Eaton Electric doo

Cooper Crouse-Hinds Pte. Ltd.

Eaton Industries Pte. Ltd.

FHF Safety Products Pte. Ltd.

Hernis Scan Systems - Asia Pte. Ltd.

Eaton Electric s.r.o.

Eaton Electric (South Africa) Pty Ltd.

8

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

Netherlands

New Zealand

Nigeria

Norway

Norway

Norway

Norway

Peru

Poland

Poland

Poland

Poland

Poland

Poland

Poland

Portugal

Portugal

Romania

Romania

Romania

Russia

Russia

Russia

Scotland

Scotland

Scotland

Scotland

Scotland

Scotland

Serbia

Singapore

Singapore

Singapore

Singapore

Slovak Republic

South Africa

Eaton Hydraulics (Proprietary) Limited

Eaton Truck Components (Proprietary) Ltd.

Cooper Korea Ltd.

Eaton Industries (Korea) Limited

Jeil Hydraulics Co., Ltd.

Aeroquip Iberica S.L.

Cooper Crouse-Hinds, S.A.

Eaton Industries (Spain) S.L.

Productos Eaton Livia S.L.

Eaton Holec AB

Eaton Power Quality AB

Ultronics Nordic Sales AB

Eaton Automation AG

Eaton Automation Holding G.m.b.H

Eaton Industries II G.m.b.H.

Eaton Industries Manufacturing G.m.b.H.

Eaton Manufacturing G.m.b.H

Eaton Manufacturing II G.m.b.H.

Eaton Manufacturing III G.m.b.H.

Centralion Industrial Inc.

Eaton Phoenixtec MMPL Co. Ltd.

RTE Far East Corporation

Eaton Electric Company Ltd.

Eaton Industries (Thailand) Ltd.

Moeller Electric Ltd.

Martek Power Tunisie SARL

Eaton Elektrik Ticaret Limited Sirketi

Hortum Teknolojileri Limited Sirketi

Polimer Kaucuk Sanayi ve Pazarlama A.S.

D.P. Eaton Electric

Eaton Middle East LLC

Cooper Crouse-Hinds (LLC)

Cooper Industries FZE

Cooper Industries Healthcare Solutions FZ-LLC

Eaton FZE

Aphel Ltd.

Aphel Technologies Ltd.

Cooper (UK) Group Limited

Cooper B-Line Limited

Cooper Bussmann (U.K.) Limited

Cooper Controls (U.K.) Limited

Cooper Controls (Watford) Limited

Cooper Controls Limited

Cooper Crouse-Hinds (UK) Ltd.

Cooper Fulleon Limited

Cooper Industries (England) Limited

9

South Africa

South Africa

South Korea

South Korea

South Korea

Spain

Spain

Spain

Spain

Sweden

Sweden

Sweden

Switzerland

Switzerland

Switzerland

Switzerland

Switzerland

Switzerland

Switzerland

Taiwan

Taiwan

Taiwan

Thailand

Thailand

Thailand

Tunisia

Turkey

Turkey

Turkey

Ukraine

United Arab

Emirates

United Arab

Emirates

United Arab

Emirates

United Arab

Emirates

United Arab

Emirates

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

Cooper Industries (U.K.) Limited

Cooper Industries Investments UK Limited

Cooper Industries UK Subco Limited

Cooper Lighting and Safety Limited

Cooper MEDC Limited

Cooper Pensions Limited

Cooper Safety Limited

Cooper Security Limited

Crompton Lighting Holdings Limited

Crompton Lighting International Limited

DFL Fusegear Limited

Eaton Aerospace Limited

Eaton Electric Limited

Eaton Electric Sales Ltd.

Eaton Filtration Limited

Eaton Holding Limited

Eaton Industries (UK) Limited

Eaton Industries Limited

Eaton Limited

Eaton Power Quality Limited

Eaton Power Solutions Limited

EX Innovations Limited

Firecom Limited

Fitting Images Technology Limited

Fotadvise (M.E.W.) Limited

Hi-Flow Valves Limited

HITech Instruments Limited iLight Group Limited iLight Limited

JSB Electrical Limited

Kestron Units Limited

Light Processor Limited

Lightfactor Contracts Limited

Lightfactor Sales Limited

Marata Group Limited

Martek Power Limited (UK)

Measurement Technology Limited

Menvier Limited

Menvier Overseas Holdings Limited

Menvier Security Limited

Mercury Switch Manufacturing Company Limited

Mount (York) Limited

Mount Engineering plc

MSG Leasing Limited

Nelco Systems Limited

Next Two (International) Limited

Next Two Limited

Ocean Technical Systems Limited

Polaron Communications Limited

Polaron Components Limited

10

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

Polaron Cortina Limited

Polaron Engineering Limited

Polaron Entropics Limited

Polaron Manufacturing Limited

Polaron Schaevitz Limited

Powertron Limited

Redapt Engineering Co. Limited

Regalsafe Limited

Rossula Limited

RTK Instruments Limited

Scantronic Holdings Limited

Scantronic International Limited

Scantronic Limited

The MTL Instruments Group Limited

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

United Kingdom

Ultronics Limited

Zero 88 Lighting Limited

United Kingdom

United Kingdom

Eaton Electrical, S.A.

(A) Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material.

11

Venezuela

Exhibit 23.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in this Registration Statement on Form S-4 and to the incorporation by reference therein of our report dated February 28, 2013 (except for Notes 1, 2, 14 and 15, as to which the date is September 6, 2013) with respect to the consolidated financial statements of Eaton Corporation plc., included in its Current Report on Form 8-K dated September 6, 2013, filed with the Securities and Exchange Commission. We also consent to the incorporation by reference of our report dated February 28, 2013 with respect to the effectiveness of internal control over financial reporting of Eaton Corporation plc., included in its Current Report on Form 8-K dated September 6, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, OH

September 6, 2013

Exhibit 23.8

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in this Registration Statement on Form S-4 and to the incorporation by reference therein of our report dated February 21, 2012 (except for Note 21, as to which the date is September 6, 2013), with respect to the consolidated financial statements of Cooper Industries plc., included in Eaton Corporation plc’s Current Report on Form 8-K dated September 6,

2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, TX

September 6, 2013

Exhibit 24.1

OMNIBUS POWERS OF ATTORNEY

Each person whose signature appears below authorizes each of Lizbeth L. Wright, Taras G. Szmagala and Mark M. McGuire or any of them as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his or her behalf, in any and all capacities including, without limitation, in his or her capacity as an officer, director or manager, as the case may be, of the applicable registrants listed on Schedule A hereto, an Exchange Offer Registration Statement on Form S-4 and any amendments, including posteffective amendments, thereto relating to the offers to exchange Eaton Corporation’s 0.950% Senior Notes due 2015 (the “2015 Notes”), 1.500%

Senior Notes due 2017 (the “2017 Notes”), 2.750% Senior Notes due 2022 (the “2022 Notes”), 4.000% Senior Notes due 2032 (the “2032

Notes”), 4.150% Senior Notes due 2042 (the “2042 Notes”) and the guarantees relating to the 2015 Notes, the 2017 Notes, the 2022 Notes, the

2032 Notes and the 2042 Notes for substantially identical outstanding notes and guarantees of the corresponding series and to file the same, with all the exhibits thereto, and all other documents in connection therewith, as contemplated under the Registration Rights Agreement, dated as of

November 20, 2012, as supplemented on November 30, 2012 and January 8, 2013, among Eaton Corporation (as successor to Turlock

Corporation), the guarantors party thereto and the initial purchasers named therein, relating to such notes and guarantees, and all other documents in connection therewith, as applicable, with the Securities and Exchange Commission, necessary or advisable to enable the registrants to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

This Omnibus Powers of Attorney may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Balance of Page Intentionally Blank]

/s/ Alexander M. Cutler

Alexander M. Cutler

/s/ Richard H. Fearon

Richard H. Fearon

/s/ Billie K. Rawot

Billie K. Rawot

/s/ Trent M. Meyerhoefer

Trent M. Meyerhoefer

/s/ Mark M. McGuire

Mark M. McGuire

/s/ Thomas S. Gross

Thomas S. Gross

Schedule A – Registrants

Eaton Corporation


Eaton Aeroquip LLC

Eaton Aerospace LLC


Eaton Leasing Corp.


Wright Line LLC


Cooper B-Line, Inc.






Exhibit 24.2

OMNIBUS POWERS OF ATTORNEY

Each person whose signature appears below authorizes each of Thomas E. Moran, Celine Notin and Susanne Marston or any of them as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his or her behalf, in any and all capacities including, without limitation, in his or her capacity as an officer, director or manager, as the case may be, of the applicable registrants listed on Schedule A hereto, an Exchange Offer Registration Statement on Form S-4 and any amendments, including post-effective amendments, thereto relating to the offers to exchange Eaton Corporation’s 0.950% Senior Notes due 2015 (the “2015 Notes”), 1.500% Senior

Notes due 2017 (the “2017 Notes”), 2.750% Senior Notes due 2022 (the “2022 Notes”), 4.000% Senior Notes due 2032 (the “2032 Notes”),

4.150% Senior Notes due 2042 (the “2042 Notes”) and the guarantees relating to the 2015 Notes, the 2017 Notes, the 2022 Notes, the 2032

Notes and the 2042 Notes for substantially identical outstanding notes and guarantees of the corresponding series and to file the same, with all the exhibits thereto, and all other documents in connection therewith, as contemplated under the Registration Rights Agreement, dated as of

November 20, 2012, as supplemented on November 30, 2012 and January 8, 2013, among Eaton Corporation (as successor to Turlock

Corporation), the guarantors party thereto and the initial purchasers named therein, relating to such notes and guarantees, and all other documents in connection therewith, as applicable, with the Securities and Exchange Commission, necessary or advisable to enable the registrants to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

This Omnibus Powers of Attorney may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Balance of Page Intentionally Blank]

/s/ Alexander M. Cutler

Alexander M. Cutler

/s/ Richard H. Fearon

Richard H. Fearon

/s/ Billie K. Rawot

Billie K. Rawot

/s/ George S. Barrett

George S. Barrett

/s/ Todd M. Bluedorn

Todd M. Bluedorn

/s/ Christopher M. Connor

Christopher M. Connor

/s/ Michael J. Critelli

Michael J. Critelli

/s/ Charles E. Golden

Charles E. Golden

/s/ Linda A. Hill

Linda A. Hill

/s/ Arthur E. Johnson

Arthur E. Johnson

/s/ Ned C. Lautenbach

Ned C. Lautenbach

/s/ Deborah L. McCoy

Deborah L. McCoy

/s/ Gregory R. Page

Gregory R. Page

/s/ Gerald B. Smith

Gerald B. Smith

/s/ Olivier Ophele

Olivier Ophele

/s/ Kurt McMaken

Kurt McMaken

/s/ Ian Yule

Ian Yule

/s/ Mark Peterson

Mark Peterson

/s/ Soner Canel

Soner Canel

/s/ Alexis Hubert

Alexis Hubert

/s/ Maarteen Arnoud Verhoeven

Maarteen Arnoud Verhoeven

/s/ Sabine Knobloch

Sabine Knobloch

/s/ Gregory Dujardin

Gregory Dujardin

/s/ Bruno Lawaree

Bruno Lawaree

/s/ Brian Cooper

Brian Cooper

/s/ Thomas E. Moran

Thomas E. Moran

/s/ Patrick Spicer

Patrick Spicer

/s/ Francesco Cagliero

Francesco Cagliero

/s/ Paul S. Lewis

Paul S. Lewis

Schedule A – Registrants


Cooper Industries

Turlock B.V.

Eaton Controls (Luxembourg) S.a r.l.

Eaton Technologies (Luxembourg) S.a r.l.


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation if not a U.S. national bank)

95-3571558

(I.R.S. employer identification no.)

400 South Hope Street

Suite 400

Los Angeles, California

(Address of principal executive offices)

90071

(Zip code)


(Exact name of obligor as specified in its charter)

Ohio

(State or other jurisdiction of incorporation or organization)

34-0196300



Cleveland, Ohio


44122

(Zip code)

Exhibit 25.1

Eaton Corporation plc


Ireland


98-1059235


70 Sir John Rogerson’s Quay

Dublin 2

Ireland


Turlock B.V.


Netherlands


(Zip code)

98-1116699



Dublin 2

Ireland

(Address of principal executive offices) (Zip code)

Eaton US Holdings, Inc.


Ohio


45-5551329



Cleveland, Ohio


- 2 -

44122

(Zip code)

Eaton Controls (Luxembourg) S.à r.l.


Luxembourg


98-1116654



Dublin 2

Ireland




Luxembourg


98-1116656



Dublin 2

Ireland


Eaton Aeroquip LLC


Ohio


26-3155882



Cleveland, Ohio


- 3 -

44122

(Zip code)

Eaton Aerospace LLC


Delaware


34-1926527



Cleveland, Ohio


44122

(Zip code)

Eaton Hydraulics LLC


Delaware


26-3155993



Cleveland, Ohio


44122

(Zip code)

Eaton Leasing Corporation


Ohio


34-1349740



Cleveland, Ohio


- 4 -

44122

(Zip code)

Wright Line Holding, Inc.


Delaware


20-0797854



Cleveland, Ohio


Wright Line LLC


Delaware


44122

(Zip code)

03-0471268



Cleveland, Ohio


Cooper Industries


Ireland



Dublin 2

Ireland


- 5 -

44122

(Zip code)

98-0632292


(Zip code)

Eaton Electric Holdings LLC


Delaware


76-0518215



Cleveland, Ohio


44122

(Zip code)



Bermuda


98-0357009



Cleveland, Ohio


Cooper B-Line, Inc.


Delaware



Cleveland, Ohio


- 6 -

44122

(Zip code)

76-0638615


44122

(Zip code)

Cooper Bussmann, LLC


Delaware


46-1039791



Cleveland, Ohio


44122

(Zip code)

Cooper Crouse-Hinds, LLC


Delaware


52-2025211



Cleveland, Ohio


44122

(Zip code)

Cooper Lighting, LLC


Delaware


76-0554120



Cleveland, Ohio


44122

(Zip code)

- 7 -

Cooper Power Systems, LLC


Delaware


76-0253330



Cleveland, Ohio


44122

(Zip code)

Cooper Wiring Devices, Inc.


New York


11-0701510



Cleveland, Ohio


0.950% Senior Notes due 2015

Guarantees of 0.950% Senior Notes due 2015








and Guarantees of 4.150% Senior Notes due 2042

(Title of the indenture securities)

44122

(Zip code)

- 8 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name

Comptroller of the Currency

United States Department of the Treasury

Address

Washington, DC 20219

Federal Reserve Bank San Francisco, CA 94105

Federal Deposit Insurance Corporation Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto,

pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New

York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.

333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement

No. 333-152875).

- 9 -

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-

152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 10 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 19th day of August, 2013.

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

By: /s/ Melonee Young

Name: Melonee Young


- 11 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business June 30, 2013, published in accordance with Federal regulatory authority instructions.

ASSETS

Cash and balances due from depository institutions:

Noninterest-bearing balances and currency and coin

Interest-bearing balances

Securities:

Held-to-maturity securities

Available-for-sale securities

Federal funds sold and securities purchased under agreements to resell:

Federal funds sold

Securities purchased under agreements to resell

Loans and lease financing receivables:

Loans and leases held for sale

Loans and leases, net of unearned income

LESS: Allowance for loan and lease losses

Loans and leases, net of unearned income and allowance

Trading assets

Premises and fixed assets (including capitalized leases)

Other real estate owned

Investments in unconsolidated subsidiaries and associated companies

Direct and indirect investments in real estate ventures

Intangible assets:

Goodwill

Other intangible assets

Other assets

Total assets

- 1 -

Dollar amounts in thousands

3,555

243

0

706,791

80,200

0

856,313

144,885

144,427

$ 1,941,375

0

0

0

0

0

4,961

0

0

0

LIABILITIES

Deposits:

In domestic offices

Noninterest-bearing

Interest-bearing

Not applicable

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased

Securities sold under agreements to repurchase

Trading liabilities

Other borrowed money:

(includes mortgage indebtedness and obligations under capitalized leases)

Not applicable

Not applicable

Subordinated notes and debentures

Other liabilities

Total liabilities

Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus

Common stock

Surplus (exclude all surplus related to preferred stock)

Not available

Retained earnings

Accumulated other comprehensive income

Other equity capital components

Not available

Total bank equity capital

Noncontrolling (minority) interests in consolidated subsidiaries

Total equity capital

Total liabilities and equity capital

541

541

0

0

0

0

0

0

249,025

249,566

0

1,000

1,121,667

566,137

3,005

0

1,691,809

0

1,691,809

1,941,375

I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Cherisse Waligura ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President )

Frank P. Sulzberger, Director ) Directors (Trustees)

William D. Lindelof, Director )

- 2 -

Exhibit 99.1


LETTER OF TRANSMITTAL

OFFERS TO EXCHANGE

$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 0.950% SENIOR NOTES DUE 2015,

$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 1.500% SENIOR NOTES DUE 2017,


$700,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 4.000% SENIOR NOTES DUE 2032, and


WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING

0.950% SENIOR NOTES DUE 2015,



4.000% SENIOR NOTES DUE 2032, and

4.150% SENIOR NOTES DUE 2042, RESPECTIVELY

THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON , 2013 (THE

“EXPIRATION DATE”) UNLESS THE OFFERS ARE EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 A.M.

MIDNIGHT, NEW YORK CITY TIME, ON , 2013.

The Exchange Agent for the Exchange Offers is:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:






To Confirm by Telephone: By Facsimile:

(732) 667-9408


Reorganization Unit

(315) 414-3362


Reorganization Unit


(315) 414-3362


Reorganization Unit

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR

TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS

SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER

OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offers—Book-

Entry Delivery Procedures” and “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s

Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates, this Letter of Transmittal or any other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name

Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by DTC.

The undersigned acknowledges receipt of the Prospectus dated , 2013 (as it may be amended or supplemented from time to time, the “Prospectus”) of Eaton Corporation, an Ohio corporation (the “Company”) and guarantors of the Exchange Notes (as defined below), including the Company’s parent company, Eaton Corporation plc, an Irish corporation and certain of its subsidiaries (each, a “Guarantor” and collectively, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offers (the

“Exchange Offers”) to exchange an aggregate principal amount of up to $600,000,000 of its 0.950% Senior Notes due 2015 (the “2015

Exchange Notes”), an aggregate principal amount of up to $1,000,000,000 of its 1.500% Senior Notes due 2017 (the “2017 Exchange Notes”), an aggregate principal amount of up to $1,600,000,000 of its 2.750% Senior Notes due 2022 (the “2022 Exchange Notes”), an aggregate principal amount of up to $700,000,000 of its 4.000% Senior Notes due 2032 (the “2032 Exchange Notes”), and an aggregate principal amount of up to $1,000,000,000 of its 4.150% Senior Notes due 2042 (the “2042 Exchange Notes” and together with the 2015 Exchange Notes, the 2017

Exchange Notes, the 2022 Exchange Notes and the 2032 Exchange Notes, the “Exchange Notes”), which have been registered under the

Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 0.950% Senior Notes due 2015, 1.500% Senior

Notes due 2017, 2.750% Senior Notes due 2022, 4.000% Senior Notes due 2032, and 4.150% Senior Notes due 2042 (the “Outstanding Notes”), respectively. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange

Offers in exchange for the Old Guarantees of the corresponding series of the Outstanding Notes for which such Exchange Notes are issued in the

Exchange Offers. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the

“Exchange Offers” include the Guarantors’ offers to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees.

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note of the corresponding series, having a principal amount equal to that of the applicable surrendered Outstanding Note. Interest on the 2015 Exchange

Notes began accruing from May 2, 2013 at the rate of 0.950% per annum and is payable on May 2 and November 2 of each year, with payments commencing on November 2, 2013. Interest on the 2017 Exchange Notes began accruing from May 2, 2013 at the rate of 1.500% per annum and is payable on May 2 and November 2 of each year, with payments commencing on November 2, 2013. Interest on the 2022 Exchange Notes began accruing from May 2, 2013 at the rate of 2.750% per annum and is payable on May 2 and November 2 of each year, with payments commencing on November 2, 2013. Interest on the 2032 Exchange Notes began accruing from May 2, 2013 at the rate of 4.000% per annum and is payable on May 2 and November 2 of each year, with payments commencing on November 2, 2013. Interest on the 2042 Exchange Notes began accruing from May 2, 2013 at the rate of 4.150% per annum and is payable on May 2 and November 2 of each year, with payments commencing on November 2, 2013.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

2

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS

LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE WITH RESPECT TO THE

PROCEDURES FOR TENDERING OR WITHDRAWING TENDERS OF OUTSTANDING NOTES IN THE EXCHANGE OFFERS OR FOR

ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE

AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offers.

3

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

Box 1*

Description of Outstanding Notes Tendered Herewith

Name(s) and Address(es) of

Registered Holder(s)

(Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))

Series of

Outstanding

Notes

Certificate or

Registration

Number(s) of

Outstanding

Notes**

Aggregate Principal

Amount

Represented by

Outstanding Notes


Amount of


Being Tendered***

Total:

* If the space provided is inadequate, list the series, certificate numbers and principal amount of Outstanding Notes on a separate signed schedule and attach the list to this Letter of Transmittal.

** Need not be completed by book-entry holders.

*** The minimum permitted tender is $2,000 in principal amount. All tenders must be in a minimum denomination of $2,000 and integral multiples of $1,000 in excess of $2,000 in principal amount. Any unexchanged portion of an Outstanding Note must be in a principal amount of $2,000 or an integral multiples of $1,000 in excess thereof. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Box 2

Book-Entry Transfer

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE

TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the

Exchange Offers must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange

Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such

Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange

Agent. Each DTC participant transmitting an acceptance of the Exchange Offers through the ATOP procedures will be deemed to have agreed to be bound by the

4

terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offers by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3

Notice of Guaranteed Delivery

(See Instruction 1 below)

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF

GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 4

Return of Non-Exchanged Outstanding Notes

Tendered by Book-Entry Transfer

CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED

OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5

Participating Broker-Dealer

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN

ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN

(10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business, it is not engaged in, and does not intend to engage in, a distribution of the

5

Exchange Notes, it has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes and it is not an affiliate of the Company or the Guarantors within the meaning of Rule 405 under the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offers with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Company the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offers (including, if the Exchange Offers are extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offers) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such

Outstanding Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such Outstanding Notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offers.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that

(i) any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, (ii) neither the holder of such Outstanding Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes,

(iii) neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the

Securities Act, of the Company or any Guarantor, (iv) if such holder is not a broker-dealer, neither such holder nor, to the actual knowledge of such holder, any other person receiving such Exchange Notes from such holder is engaging in or intends to engage in a distribution of the

Exchange Notes, and (v) if such holder is a broker-dealer that will receive the Exchange Notes for its own account in exchange for such

Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of such Exchange Notes. If the

6

undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that the Exchange Offers are being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan

Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993) or similar no-action letters, that the Exchange Notes issued in exchange for the

Outstanding Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Company or the Guarantors, is not acquiring the

Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder

(x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the

Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the

Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such

Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement dated as of November 20, 2012, as supplemented on November 30, 2012 and January 8, 2013, among Eaton Corporation (as successor to Turlock Corporation), the guarantors party thereto and the initial purchasers named therein (the “Registration Rights Agreement”), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 5 of such agreement. The undersigned will comply with its obligations under the

Registration Rights Agreement.

The Exchange Offers are subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offers—Conditions to the Exchange Offers.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the

Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offers. In addition, the Company may amend the Exchanges Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer—Conditions to the Exchange Offers” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to 12:00 A.M. midnight, New York City time, on the last business day on which the Exchange Offers remain open in accordance with the procedures set forth in the terms of this Letter of Transmittal.

7

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled

“Description of Outstanding Notes Tendered Herewith.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED

HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES

AS SET FORTH IN SUCH BOX.

Box 6

SPECIAL REGISTRATION INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue: Outstanding Notes not tendered to:

Exchange Notes to:

Name(s):

(Please Print or Type)

Address:

Daytime Area Code and Telephone Number.

(Include Zip Code)

Taxpayer Identification Number (Social Security or Employer Identification Number):

8

Box 7

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be delivered to someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Deliver: Outstanding Notes not tendered to:

Exchange Notes to:

Name(s):

(Please Print or Type)

Address:


Daytime Area Code and Telephone Number.


Box 8

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying Substitute Form W-9 or applicable Form W-8)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include a person whose name appears on a security listing of the book-entry transfer facility as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or on such security listing or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date:

Name(s):

(Please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

Daytime Area Code and Telephone Number:


9

GUARANTEE OF SIGNATURE(S)

(If Required—See Instruction 4)

Authorized Signature:

Date:

Name:

Title:

Name of Firm:

Address of Firm:


Area Code and Telephone Number:


10

Substitute

Form

W-9

Department of the Treasury

Internal Revenue Service

Payer’s Request for Taxpayer

Identification Number (TIN)

Box 9

PAYER’S NAME: EATON CORPORATION

Substitute Form W-9

Part 1 —PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE BELOW AND

CERTIFY BY SIGNING AND DATING BELOW.

Name

Social Security Number

OR

Employer Identification Number

Part 2 —

Awaiting TIN

Part 3—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY

THAT:

(1) The number shown on this form is my correct Taxpayer Identification Number

(or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the

“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the

IRS that you were subject to backup withholding you received another notification from the

IRS that you are no longer subject to backup withholding, do not cross out such item (2).

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here

Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY

REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE REVIEW THE ENCLOSED

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR

ADDITIONAL DETAILS.

11

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration

Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature Date

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer. —Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-

0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:

1. Individual

Give the

SOCIAL SECURITY number of —

The individual

2. Two or more individuals (joint account) The actual owner of the account or, if combined account fund, the first individual on the account a

3. Custodian account of a minor (Uniform Gift to Minors Act)

4. a. The usual revocable

savings trust account (grantor is

also trustee)

b. So-called trust that is not a legal or valid trust under state law

5. Sole proprietorship or disregarded entity owned by an individual

For this type of account:

6. Disregarded entity not owned by an individual

7. A valid trust, estate, or pension trust

8. Corporate

The minor b

The grantor-trustee a

The actual owner a

The owner c

Give the

EMPLOYER

IDENTIFICATION number of

The owner

The legal entity d

The corporation

9. Association, club, religious, charitable, educational, or other tax-exempt organization account

10. Partnership

11. A broker or registered nominee

The organization

The partnership

The broker or nominee

12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The public entity a. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished. b. Circle the minor’s name and furnish the minor’s social security number. c. You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one). d. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT

OF THE FIRST NAME LISTED.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON

SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

All “Section” references are to the Internal Revenue Code of 1986, as amended.

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under

Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or whollyowned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United

States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

14

Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file IRS Form W-9 or a Substitute Form W-9, to avoid possible erroneous backup withholding. FILE THIS

FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE

FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. —Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to the payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. —If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. —If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. —Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

15

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS

General

Please do not send certificates for Outstanding Notes directly to the Company. Your certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange

Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes (which term, for the purposes described herein, shall include a person whose name appears on a security listing of the book-entry transfer facility as the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date,

(ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other required documents to the Exchange Agent on or prior to the Expiration

Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3.

Holders may tender their Outstanding Notes pursuant to the guaranteed delivery procedures if: (i) the tender is made by or through an Eligible

Guarantor Institution (as defined below); (ii) the Exchange Agent receives from such Eligible Guarantor Institution, on or prior to the Expiration

Date, either a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal (by facsimile transmission, mail or hand delivery) or a properly transmitted Agent’s Message and Notice of Guaranteed Delivery that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York

Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a book-entry confirmation and related Agent’s Message, and any other documents required by the Letter of Transmittal, will be deposited by the

Eligible Guarantor Institution with the Exchange Agent; and (iii) the Exchange Agent receives a properly completed and executed Letter of

Transmittal, or facsimile thereof, together with the certificate(s) representing all tendered Outstanding Notes in proper form or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at DTC and related Agent’s Message, and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the

Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

16

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of

Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals. Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Notes tendered in the appropriate column in Box 1

“Description of Outstanding Notes Tendered Herewith” above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All

Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding

Notes tendered pursuant to the Exchange Offers may be withdrawn at any time prior to 12:00 A.M. midnight, New York City time, on the last business day on which the Exchange Offers remain open, after which tenders of Outstanding Notes are irrevocable.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the

Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offers; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such

Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). If certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, the holder must also submit (a) the serial numbers of the particular certificates to be withdrawn and (b) a signed notice of withdrawal with signatures guaranteed by an Eligible Guarantor Institution unless the holder is an Eligible Guarantor Institution.

The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding

Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offers.

Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offers. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers—Procedures for Tender Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Company, any affiliate or assigns of the Company, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions. Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar, or, in the case of Outstanding Notes held through

17

book-entry, a person named on the security listing of such book-entry transfer facility as an owner of Outstanding Notes), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offers must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of

Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include a person whose name appears on a security listing of the book-entry transfer facility as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of

Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include a person whose name appears on a security listing of the book-entry transfer facility as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding

Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding

Notes and the signatures on such instruments must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution”

within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include a person whose name appears on a security listing of the book-entry transfer facility as the owner of the Outstanding Notes) who has not completed the box entitled

“Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible

Guarantor Institution.

5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this

18

Letter of Transmittal. In the case of issuance in or delivery to a different name, the taxpayer identification number (social security number or employer identification number) of the person named must also be indicated. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

6. Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to it or its order pursuant to the Exchange Offers. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offers, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this

Letter of Transmittal.

7. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange

Offers set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offers (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of

Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange

Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange

Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

19

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH

CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER

REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT

ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent, with either (i) such holder’s correct taxpayer identification number (“TIN”) on the

Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding

Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding

Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of

Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Outstanding Notes (including, among others, generally all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on the

Substitute Form W-9 by writing “EXEMPT” on the face of the Substitute Form W-9. For example, a corporation should complete the Substitute

Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for

Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any reportable payments made to the holder of

Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal

Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 2 of the Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder of

Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the

Exchange Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

20

Exhibit 99.2















, 2013

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated , 2013 (as the same may be amended or supplemented from time to time, the

“Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Eaton Corporation (the “Company”) and the guarantors of the Exchange

Notes (as defined below), including the Company’s parent company, Eaton Corporation plc and certain of its subsidiaries (the “Guarantors”), are offering to exchange (the “Exchange Offers”) an aggregate principal amount of up to $600,000,000 of its 0.950% Senior Notes due 2015, an aggregate principal amount of up to $1,000,000,000 of its 1.500% Senior Notes due 2017, an aggregate principal amount of up to

$1,600,000,000 of its 2.750% Senior Notes due 2022, an aggregate principal amount of up to $700,000,000 of its 4.000% Senior Notes due

2032, and an aggregate principal amount of up to $1,000,000,000 of its 4.150% Senior Notes due 2042, which have been registered under the

Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of its outstanding 0.950% Senior Notes due

2015, 1.500% Senior Notes due 2017, 2.750% Senior Notes due 2022, 4.000% Senior Notes due 2032, and 4.150% Senior Notes due 2042 (the

“Outstanding Notes”), respectively, in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof, upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes of the corresponding series for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding

Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the

“New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the

Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Old

Guarantees of the corresponding series of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES

REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFERS TO

THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute

Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3.

4.

A form of Notice of Guaranteed Delivery; and

A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offers.

Your prompt action is requested. Please note that the Exchange Offers will expire at 12:00 a.m. midnight, New York City time, on

, 2013 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offers.

To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of The Bank of

New York Mellon Trust Company, N.A. (the “Exchange Agent”), at the book-entry transfer facility together with an agent’s message, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offers. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the

Prospectus and the Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes, the Letter of

Transmittal or any other required documents prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the procedures for tendering Outstanding Notes in the Exchange Offers should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

EATON CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER

PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO

USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE

EXCHANGE OFFERS, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY

CONTAINED THEREIN.

2

Exhibit 99.3















, 2013

To Our Clients:

Enclosed for your consideration are a Prospectus, dated , 2013 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers (the “Exchange Offers”) by Eaton

Corporation (the “Company”) and the guarantors of the Exchange Notes (as defined below), including the Company’s parent company, Eaton

Corporation plc and certain of its subsidiaries (the “Guarantors”), to exchange an aggregate principal amount of up to $600,000,000 of its

0.950% Senior Notes due 2015, an aggregate principal amount of up to $1,000,000,000 of its 1.500% Senior Notes due 2017, an aggregate principal amount of up to $1,600,000,000 of its 2.750% Senior Notes due 2022, an aggregate principal amount of up to $700,000,000 of its

4.000% Senior Notes due 2032, and an aggregate principal amount of up to $1,000,000,000 of its 4.150% Senior Notes due 2042, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of its outstanding

0.950% Senior Notes due 2015, 1.500% Senior Notes due 2017, 2.750% Senior Notes due 2022, 4.000% Senior Notes due 2032, and 4.150%

Senior Notes due 2042 (the “Outstanding Notes”), respectively, in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the

Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding

Notes of the corresponding series for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the Letter of Transmittal. The

Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of

Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Old Guarantees of the corresponding series of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offers.

Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the

Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New

Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Company will accept for exchange any and all

Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange

Offers is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON

, 2013 (THE “EXPIRATION DATE”), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFERS.

The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offers.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial

Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender

Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

2

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated , 2013 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers (the “Exchange Offers”) by Eaton Corporation (the “Company”) and the guarantors of the Exchange Notes (as defined below), including the Company’s parent company, Eaton Corporation plc and certain of its subsidiaries (the “Guarantors”), to exchange an aggregate principal amount of up to $600,000,000 of its 0.950% Senior Notes due 2015, an aggregate principal amount of up to $1,000,000,000 of its

1.500% Senior Notes due 2017, an aggregate principal amount of up to $1,600,000,000 of its 2.750% Senior Notes due 2022, an aggregate principal amount of up to $700,000,000 of its 4.000% Senior Notes due 2032, and an aggregate principal amount of up to $1,000,000,000 of its

4.150% Senior Notes due 2042, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange

Notes”), for any and all of its outstanding 0.950% Senior Notes due 2015, 1.500% Senior Notes due 2017, 2.750% Senior Notes due 2022,

4.000% Senior Notes due 2032, and 4.150% Senior Notes due 2042 (the “Outstanding Notes”), respectively, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Series of the Outstanding Notes

Principal Amount Held for Account Holder(s) Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Company. If a holder of the Outstanding Notes is an affiliate of the Company or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with any person with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

3

SIGN HERE

Dated: , 2013

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number:

(Please include Area Code)

Tax Identification Number (Social Security or Employer Identification Number):

My Account Number With You:

4

Exhibit 99.4


NOTICE OF GUARANTEED DELIVERY














This form, or one substantially equivalent hereto, must be used to accept the Exchange Offers made by Eaton Corporation, an Ohio corporation (the “Company”), and the Guarantors, pursuant to the Prospectus, dated , 2013 (the “Prospectus”), and the enclosed

Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offers. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon, (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offers, a completed, signed and dated

Letter of Transmittal (or facsimile thereof) or book-entry confirmation and agent’s message and any other required documents must also be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offers.

Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:






By Facsimile:

(732) 667-9408


Reorganization Unit

To Confirm by Telephone:

(315) 414-3362


Reorganization Unit


(315) 414-3362


Reorganization Unit

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE

OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A

VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in

Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.


Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offers—Guaranteed Delivery Procedures” section of the Prospectus.

Series of

Outstanding Notes Being

Tendered


Amount

Represented by


Certificate Number(s) (if known) of

Outstanding Notes or

Account Number at Book-Entry

Transfer Facility

Aggregate Principal Amount of

Outstanding Notes Being

Tendered

PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated: , 2013

Address:

(Zip Code)

(Daytime Area Code and Telephone No.)

Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

2

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s)

“own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at

The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees or an agent’s message in lieu thereof, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:

(Authorized Signature)

Address:

(Zip Code)

Area Code and Tel. No:

Name:

(Please Type or Print)

Title:

Dated: , 2013

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING

NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of

Guaranteed Delivery to be delivered therewith must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offers. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange

Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of

Transmittal. No Notice of Guaranteed Delivery should be sent to the Company.

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of

Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the

Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of his or her authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance with respect to procedures for tendering Outstanding Notes and requests for additional copies of the

Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offers.

4

eaton corp - Nasdaq Corporate Solutions

FORM S-4

(Securities Registration: Business Combination)

Address EATON CTR

1111 SUPERIOR AVE

CLEVELAND, OH 44114-2584

Telephone 2165235000

CIK 0000031277

SIC Code 3590 - Miscellaneous Industrial And Commercial

Industry Electronic Instr. & Controls

Sector Technology

Fiscal Year 12/31

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

EATON CORPORATION

Eaton Corporation

Eaton Corporation

Offers to Exchange

$600,000,000 aggregate principal amount of 0.950% Senior Notes due 2015,

$1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2017,

$1,600,000,000 aggregate principal amount of 2.750% Senior Notes due 2022,

$700,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 and

$1,000,000,000 aggregate principal amount of 4.150% Senior Notes due 2042, each of which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding unregistered

0.950% Senior Notes due 2015,

1.500% Senior Notes due 2017,

2.750% Senior Notes due 2022,

4.000% Senior Notes due 2032 and

4.150% Senior Notes due 2042, respectively.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

EATON CORPORATION

Eaton Corporation plc

Turlock B.V.

Eaton US Holdings, Inc.

Eaton Controls (Luxembourg) S.à r.l.

Eaton Technologies (Luxembourg) S.à r.l.

Eaton Aeroquip LLC

Eaton Aerospace LLC

Eaton Hydraulics LLC

Eaton Leasing Corporation

Wright Line Holding, Inc.

Wright Line LLC

Cooper Industries

Eaton Electric Holdings LLC

Cooper Offshore Holdings Ltd.

Cooper B-Line, Inc.

Cooper Bussmann, LLC

Cooper Crouse-Hinds, LLC

Cooper Lighting, LLC

Cooper Power Systems, LLC

Cooper Wiring Devices, Inc.

EATON CORPORATION

LETTER OF TRANSMITTAL

W-9

EATON CORPORATION

NOTICE OF GUARANTEED DELIVERY

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