EX-4(b)




 


Exhibit 4(b)




[Form of Fixed Rate Redeemable or

Non-Redeemable Senior Security]




EATON CORPORATION




                    % Notes due                     




			
	 	 	 
	No.                     
	 	$                     






     Eaton Corporation, an Ohio corporation (herein referred to as the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                                          or registered assigns the principal
sum of                      Dollars on                     , and to pay interest thereon from
                     or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on                      and                      in each year, commencing
                    , at the rate of                     % per annum, until the principal hereof is paid or duly provided
for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the                      or                      (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture. Payment of the principal
of (and premium, if any) and interest on this Note will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by transfer to an account maintained by the
payee located inside the United States.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. This Note is one of a series designated                     % Notes due                     .









 



2


     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EATON CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON
TRUST COMPANY N.A.

     as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 









 



 



[Reverse of Certificate]





     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture dated as of April
1, 1994 (herein called the “Indenture”) between the Company and The Bank of New York Mellon Trust
Company N.A., as successor to JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture with
respect to the series of which this Note is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered.



     If an Event of Default, as defined in the Indenture, shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.



     [If applicable, insert— The Securities of this series may not be redeemed prior to
Maturity.]



     [If applicable insert— The Securities of this series are subject to redemption [(1)]
[If applicable, insert — on                      in any year commencing with the year                      and
ending with the year                      through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, [and] (2)] [If applicable, insert — at any
time on or after                     ], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount): If redeemed on or
before                     , %, and if redeemed] during the 12-month period beginning                      of the
years indicated,



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	 	 	 	Redemption	 
	Year	 	Price	 	 	Year	 	 	Price	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





and thereafter at a Redemption Price equal to                     % of the principal amount, together in the case of
any such redemption [If applicable, insert — (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date; provided,
however, that installments of interest on this Note whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holder of this Note, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]



     [If applicable, insert — The Securities of this series are subject to redemption (1)
on                      in any year commencing with the year                      and ending with the year                      through
operation of the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal









 



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amount) set forth in the table below, and (2) at any time [on or after                     ], as a
whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below: If redeemed during the 12-month period beginning                      of the
years indicated,



	 	 	 	 	 
	 	 	Redemption Price	 	 
	 	 	for Redemption	 	Redemption Price for
	 	 	Through Operation	 	Redemption Otherwise
	 	 	of the	 	Than Through Operation
	Year	 	Sinking Fund	 	of the Sinking Fund
	 
	 	 	 	 





and thereafter at a Redemption Price equal to                     % of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date; provided, however, that installments of interest
on this Note whose Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Note, or one or more Predecessor Securities, of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]



     [Notwithstanding the foregoing, the Company may not, prior to                     , redeem any Securities
of this series as contemplated by (Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than                     % per annum.]



     [The sinking fund for this series provides for the redemption on                      in each year,
beginning with the year                      and ending with the year                     , of [not less than] $                    
[(“mandatory sinking fund”) and not more than $                    ] aggregate principal amount of Securities
of this series. [Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made in the [describe order] order in which they
become due.]]



     Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor more
than 60 days prior to the date fixed for redemption, all as provided in the Indenture.



     In the event of redemption of this Note in part only, a new Security or Securities of this
series for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.]



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of any series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding
Securities of such series. The Indenture also contains provisions permitting the Holders of not
less than a majority in aggregate principal amount of the









 



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Outstanding Securities of any series, on behalf of the Holders of all the Outstanding
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf
of all of the Holders of Securities of such individual series certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Security of this series issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Note at the times, places and rate, and in
the coin or currency, herein prescribed.



     The Indenture contains provisions that apply to the Securities of this series for defeasance
at any time of (a) the entire indebtedness of the Company on the Securities of this series and (b)
certain restrictive covenants and the related defaults and Events of Default with respect to the
Securities of this series, upon compliance by the Company with certain conditions set forth
therein.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or
transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $                     and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of different authorized denominations,
as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.









 



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     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.