Cooper Industries Plc Watch

from 425 12 pages Amendment No. 2 to the Transaction Agreement

from 8-K 12 pages Amendment No. 2 to the Transaction Agreement

from 10-Q 12 pages Whereas, Each of the Original Parties Desires to Amend and Supplement the Transaction Agreement in Certain Respects as Described in This Amendment, Including by Adding U.S. Holdco as a Party Thereto, and U.S. Holdco Desires to Become a Party to the Transaction Agreement (As Amended by This Amendment). Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Amendment of the Preamble. the Preamble of the Transaction Agreement Is Hereby Amended and Supplemented by the Insertion of the Following Paragraph Between the Paragraph Beginning “Turlock B.V.” and the Paragraph Beginning “Turlock Corporation”: Eaton Inc. a Company Incorporated in Ohio (Hereinafter Called “U.S. Holdco”), 2. Amendments of Clause 1.1

from 8-K 12 pages Dated May 21, 2012 Cooper Industries Plc and Eaton Corporation Expenses Reimbursement Agreement Arthur Cox Dublin

from 425 12 pages Dated May 21, 2012 Cooper Industries Plc and Eaton Corporation Expenses Reimbursement Agreement Arthur Cox Dublin

from 8-K 4 pages Appendix III Conditions of the Acquisition and the Scheme Part A

from 425 4 pages Appendix III Conditions of the Acquisition and the Scheme Part A

from 425 104 pages Dated May 21, 2012 Cooper Industries Plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation Transaction Agreement Arthur Cox Dublin Contents

from 8-K 104 pages Dated May 21, 2012 Cooper Industries Plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation Transaction Agreement Arthur Cox Dublin Contents