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Supplemental Retirement Income Plan - EATON CORP - 3-11-2005

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Supplemental Retirement Income Plan - EATON CORP - 3-11-2005 Powered By Docstoc
					Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(bb) LIMITED EATON SERVICE SUPPLEMENTAL RETIREMENT INCOME PLAN II Eaton Corporation (the "Company") hereby establishes a Supplemental Retirement Income Plan II (herein referred to as the "Plan") for certain executives of the Company designated as set forth herein. The Plan is adopted December 8, 2004, effective January 1, 2005. ARTICLE I PURPOSE OF THE PLAN Upon becoming employed by the Company, certain key executives may have foregone retirement benefits from their former employer and may not be able to earn adequate pension benefits from the Company. The Company believes that it is in the best interest of the Company to be able to attract and retain such mid-career executives. The purpose of the Plan is to provide each such executive with retirement income in an amount as set forth in Article IV, and thereby provide a total pension benefit that is comparable to the benefit the executive would have received if he or she had not agreed to the mid-career change in employment. ARTICLE II ELIGIBILITY All elected officers of the Company and any other executive of the Company designated by the Chairman and Chief Executive Officer of the Company shall be eligible to participate under the Plan (a "Participant").

ARTICLE III DEFINITIONS As used in the Plan the following definitions shall apply: "Average Final Annual Compensation." The Participant's Average Final Annual Compensation determined as if he or she is eligible to participate under Appendix A of the Pension Plan.
"Board." The Board of Directors of the Company. ----"Cause." For purposes of this Plan, the Company shall have "Cause" to -----

terminate the Participant's employment upon (i) the willful and continued failure by the Participant to substantially perform the Participant's duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's duties, or (ii) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Participant's employment shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Participant was guilty of conduct set forth above in clauses (i) or (ii)

ARTICLE III DEFINITIONS As used in the Plan the following definitions shall apply: "Average Final Annual Compensation." The Participant's Average Final Annual Compensation determined as if he or she is eligible to participate under Appendix A of the Pension Plan.
"Board." The Board of Directors of the Company. ----"Cause." For purposes of this Plan, the Company shall have "Cause" to -----

terminate the Participant's employment upon (i) the willful and continued failure by the Participant to substantially perform the Participant's duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's duties, or (ii) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Participant's employment shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Participant was guilty of conduct set forth above in clauses (i) or (ii) of this definition and specifying the particulars thereof in detail. 2 "Change in Control of the Company." A "Change in Control of the Company" shall be determined in accordance the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. "Committee." The Compensation and Organization Committee of the Board. "Credited Service." The service credited to a Participant as "Service" under the Pension Plan. "Disability." Any termination of employment which entitles the Participant to a disability benefit under the Pension Plan. "Good Reason." Any termination of employment under the following circumstances shall be for "Good Reason": (i) without the Participant's express written consent, the assignment to the Participant of any duties inconsistent with the Participant's positions, duties, responsibilities and status with the Company immediately prior to a Change in Control of the Company, or a change in the Participant's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control of the Company, or any removal of the Participant from or any failure to re-elect the Participant to any of such positions, except in connection with the termination of the Participant's employment for Cause, Disability or as a result of the Participant's death; (ii) a reduction by the Company in the Participant's base salary as in effect immediately prior to the Change in Control of the Company or as the same may be increased from time to time thereafter; or the failure by the Company to increase such base salary each year after a Change in Control of the Company by an amount which at least equals, on a percentage basis, the average annual percentage merit increase in the Participant's base salary during the five (5) full calendar years immediately preceding a Change in Control of the Company;

"Change in Control of the Company." A "Change in Control of the Company" shall be determined in accordance the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. "Committee." The Compensation and Organization Committee of the Board. "Credited Service." The service credited to a Participant as "Service" under the Pension Plan. "Disability." Any termination of employment which entitles the Participant to a disability benefit under the Pension Plan. "Good Reason." Any termination of employment under the following circumstances shall be for "Good Reason": (i) without the Participant's express written consent, the assignment to the Participant of any duties inconsistent with the Participant's positions, duties, responsibilities and status with the Company immediately prior to a Change in Control of the Company, or a change in the Participant's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control of the Company, or any removal of the Participant from or any failure to re-elect the Participant to any of such positions, except in connection with the termination of the Participant's employment for Cause, Disability or as a result of the Participant's death; (ii) a reduction by the Company in the Participant's base salary as in effect immediately prior to the Change in Control of the Company or as the same may be increased from time to time thereafter; or the failure by the Company to increase such base salary each year after a Change in Control of the Company by an amount which at least equals, on a percentage basis, the average annual percentage merit increase in the Participant's base salary during the five (5) full calendar years immediately preceding a Change in Control of the Company; 3

(iii) a failure by the Company to continue the Participant's participation in the Plan, the Company's Executive Incentive Compensation Plan, Deferred Incentive Compensation Plan II, Executive Strategic Incentive Plan, Incentive Compensation Deferral Plan II, Excess Benefits Plan II and Supplemental Benefits Plan II, as each plan may be modified from time to time but substantially in the form presently in effect (collectively, the "Plans"), on at least the basis as in effect immediately prior to the Change in Control of the Company or to pay Participant any amounts earned under the Plans in accordance with the terms of the Plans. (iv) the relocation of the Company's principal executive offices to a location outside Cuyahoga County, Ohio or any county adjoining Cuyahoga County, Ohio, or the Company's requiring the Participant to be based anywhere other than the Company's principal executive offices or the location where the Participant is based immediately prior to the Change in Control of the Company except for required travel on the Company's business to an extent substantially consistent with the Participant's business travel obligations in effect immediately prior to the Change in Control of the Company, or, in the event the Participant consents to any such relocation of the Company's principal executive offices, the failure by the Company to pay (or reimburse the Participant for) all reasonable moving expenses incurred by the Participant relating to a change of the Participant's principal residence in connection with such relocation and to indemnify the Participant against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) the Participant's aggregate investment in such residence or (b) the fair market value of such residence as determined by any real estate appraiser designated by the Participant and reasonably satisfactory to the Company) realized in the sale of the Participant's principal residence in connection with any such change of residence; (v) the failure by the Company to continue in effect any benefit or compensation plan (including but not limited to the Plan), pension plan, life insurance plan, health and accident plan or disability plan in which the Participant is participating at the time of a 4

Change in Control of the Company (or plans providing the Participant with substantially similar benefits), the taking of any action by the Company which would adversely affect the Participant's participation in or materially

(iii) a failure by the Company to continue the Participant's participation in the Plan, the Company's Executive Incentive Compensation Plan, Deferred Incentive Compensation Plan II, Executive Strategic Incentive Plan, Incentive Compensation Deferral Plan II, Excess Benefits Plan II and Supplemental Benefits Plan II, as each plan may be modified from time to time but substantially in the form presently in effect (collectively, the "Plans"), on at least the basis as in effect immediately prior to the Change in Control of the Company or to pay Participant any amounts earned under the Plans in accordance with the terms of the Plans. (iv) the relocation of the Company's principal executive offices to a location outside Cuyahoga County, Ohio or any county adjoining Cuyahoga County, Ohio, or the Company's requiring the Participant to be based anywhere other than the Company's principal executive offices or the location where the Participant is based immediately prior to the Change in Control of the Company except for required travel on the Company's business to an extent substantially consistent with the Participant's business travel obligations in effect immediately prior to the Change in Control of the Company, or, in the event the Participant consents to any such relocation of the Company's principal executive offices, the failure by the Company to pay (or reimburse the Participant for) all reasonable moving expenses incurred by the Participant relating to a change of the Participant's principal residence in connection with such relocation and to indemnify the Participant against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) the Participant's aggregate investment in such residence or (b) the fair market value of such residence as determined by any real estate appraiser designated by the Participant and reasonably satisfactory to the Company) realized in the sale of the Participant's principal residence in connection with any such change of residence; (v) the failure by the Company to continue in effect any benefit or compensation plan (including but not limited to the Plan), pension plan, life insurance plan, health and accident plan or disability plan in which the Participant is participating at the time of a 4

Change in Control of the Company (or plans providing the Participant with substantially similar benefits), the taking of any action by the Company which would adversely affect the Participant's participation in or materially reduce the Participant's benefits under any of such plans or deprive the Participant of any material fringe or personal benefit enjoyed by the Participant at the time of the Change in Control of the Company, or the failure by the Company to provide the Participant with the number of paid vacation days to which the Participant is then entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control of the Company; (vi) the failure of the Company to obtain the agreement by any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets of the Company, by agreement in form and substance satisfactory to Participant, to expressly assume this Plan and the obligations of the Company hereunder; or (vii) any purported termination of the Participant's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of a Notice of Termination as herein defined (and, if applicable, the definition of "Cause" as herein defined); and for purposes of the Plan, no such purported termination shall be effective. "Notice of Termination." Any termination of the Participant's employment by the Company for Cause or Disability or by the Participant for Good Reason shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Plan, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment under the provision so indicated. "Pension Plan." The Pension Plan for Eaton Corporation Employees. 5 "Supplement." The annual amount of retirement income or the lump sum payable to the Participant in accordance with the provisions of the Plan. This amount is calculated as follows:

Change in Control of the Company (or plans providing the Participant with substantially similar benefits), the taking of any action by the Company which would adversely affect the Participant's participation in or materially reduce the Participant's benefits under any of such plans or deprive the Participant of any material fringe or personal benefit enjoyed by the Participant at the time of the Change in Control of the Company, or the failure by the Company to provide the Participant with the number of paid vacation days to which the Participant is then entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control of the Company; (vi) the failure of the Company to obtain the agreement by any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets of the Company, by agreement in form and substance satisfactory to Participant, to expressly assume this Plan and the obligations of the Company hereunder; or (vii) any purported termination of the Participant's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of a Notice of Termination as herein defined (and, if applicable, the definition of "Cause" as herein defined); and for purposes of the Plan, no such purported termination shall be effective. "Notice of Termination." Any termination of the Participant's employment by the Company for Cause or Disability or by the Participant for Good Reason shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Plan, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment under the provision so indicated. "Pension Plan." The Pension Plan for Eaton Corporation Employees. 5 "Supplement." The annual amount of retirement income or the lump sum payable to the Participant in accordance with the provisions of the Plan. This amount is calculated as follows: (a) the Participant's Average Final Annual Compensation, multiplied by the applicable percentage from Table A in Section 4.01 associated with the Participant's age and service, MINUS (b) the Participant's annual benefits payable from the Pension Plan, the Limited Eaton Service Supplemental Retirement Income Plan, the Supplemental Benefits Plan, the Supplemental Benefits Plan II, the Excess Benefits Plan, and the Excess Benefits Plan II (collectively, the "Offset Benefits"), assuming payment in the form of a single life annuity. "Termination of Employment." The date the Participant's Service ends under the Pension Plan. ARTICLE IV AMOUNT OF SUPPLEMENT Section 4.01. Calculation of Supplement. The annual retirement income payable under the Plan shall be calculated by reference to Table A below. There is no amount under age 55 and the full percentage available is earned at attainment of age 62. Table A Percentage of Average Final Annual Compensation
For Participants with Less Than 15 Years of Credited Service Months --------------------------------------------------------------------------------0 1 2 3 4 5 6 7 8 9 10 11 ------------------------------------25.0% 25.3% 25.5% 25.8% 26.0% 26.3% 26.5% 26.8% 27.0% 27.3% 27.5% 27.8% 28.0% 28.3% 28.5% 28.8% 29.0% 29.3% 29.5% 29.8% 30.0% 30.3% 30.5% 30.8% 31.0% 31.3% 31.5% 31.8% 32.0% 32.3% 32.5% 32.8% 33.0% 33.3% 33.5% 33.8%

Age* ---55 56 57

"Supplement." The annual amount of retirement income or the lump sum payable to the Participant in accordance with the provisions of the Plan. This amount is calculated as follows: (a) the Participant's Average Final Annual Compensation, multiplied by the applicable percentage from Table A in Section 4.01 associated with the Participant's age and service, MINUS (b) the Participant's annual benefits payable from the Pension Plan, the Limited Eaton Service Supplemental Retirement Income Plan, the Supplemental Benefits Plan, the Supplemental Benefits Plan II, the Excess Benefits Plan, and the Excess Benefits Plan II (collectively, the "Offset Benefits"), assuming payment in the form of a single life annuity. "Termination of Employment." The date the Participant's Service ends under the Pension Plan. ARTICLE IV AMOUNT OF SUPPLEMENT Section 4.01. Calculation of Supplement. The annual retirement income payable under the Plan shall be calculated by reference to Table A below. There is no amount under age 55 and the full percentage available is earned at attainment of age 62. Table A Percentage of Average Final Annual Compensation
For Participants with Less Than 15 Years of Credited Service Months --------------------------------------------------------------------------------0 1 2 3 4 5 6 7 8 9 10 11 ------------------------------------25.0% 25.3% 25.5% 25.8% 26.0% 26.3% 26.5% 26.8% 27.0% 27.3% 27.5% 27.8% 28.0% 28.3% 28.5% 28.8% 29.0% 29.3% 29.5% 29.8% 30.0% 30.3% 30.5% 30.8% 31.0% 31.3% 31.5% 31.8% 32.0% 32.3% 32.5% 32.8% 33.0% 33.3% 33.5% 33.8% 34.0% 34.3% 34.5% 34.8% 35.0% 35.3% 35.5% 35.8% 36.0% 36.3% 36.5% 36.8% 37.0% 37.3% 37.5% 37.8% 38.0% 38.3% 38.5% 38.8% 39.0% 39.3% 39.5% 39.8% 40.0% 40.2% 40.3% 40.5% 40.7% 40.8% 41.0% 41.2% 41.3% 41.5% 41.7% 41.8% 42.0% 42.2% 42.3% 42.5% 42.7% 42.8% 43.0% 43.2% 43.3% 43.5% 43.7% 43.8% 44.0%

Age* ---55 56 57 58 59 60 61 62

6
For Participants with At Least 15 Years of Credited Service Months --------------------------------------------------------------------------------0 1 2 3 4 5 6 7 8 9 10 11 ------------------------------------28.5% 28.8% 29.1% 29.4% 29.7% 30.0% 30.3% 30.5% 30.8% 31.1% 31.4% 31.7% 32.0% 32.3% 32.6% 32.9% 33.2% 33.5% 33.8% 34.0% 34.3% 34.6% 34.9% 35.2% 35.5% 35.8% 36.1% 36.4% 36.7% 37.0% 37.3% 37.5% 37.8% 38.1% 38.4% 38.7% 39.0% 39.3% 39.6% 39.9% 40.2% 40.5% 40.8% 41.0% 41.3% 41.6% 41.9% 42.2% 42.5% 42.8% 43.1% 43.4% 43.7% 44.0% 44.3% 44.5% 44.8% 45.1% 45.4% 45.7% 46.0% 46.2% 46.3% 46.5% 46.7% 46.8% 47.0% 47.2% 47.3% 47.5% 47.7% 47.8% 48.0% 48.2% 48.3% 48.5% 48.7% 48.8% 49.0% 49.2% 49.3% 49.5% 49.7% 49.8% 50.0%

Age* ---55 56 57 58 59 60 61 62

* Age at Termination of Employment. Section 4.02. No Interest Created. Neither the Participant nor his or her surviving spouse shall have any interest in any specific asset of the Company, including policies of insurance. The Participant and his or her surviving spouse or beneficiary shall have only the right to receive the benefits provided under the Plan. Section 4.03. Determination of Annual Amount. The Supplement shall be calculated assuming that the Offset Benefits commence on the same date as the Supplement.

Age* ---55 56 57 58 59 60 61 62

For Participants with At Least 15 Years of Credited Service Months --------------------------------------------------------------------------------0 1 2 3 4 5 6 7 8 9 10 11 ------------------------------------28.5% 28.8% 29.1% 29.4% 29.7% 30.0% 30.3% 30.5% 30.8% 31.1% 31.4% 31.7% 32.0% 32.3% 32.6% 32.9% 33.2% 33.5% 33.8% 34.0% 34.3% 34.6% 34.9% 35.2% 35.5% 35.8% 36.1% 36.4% 36.7% 37.0% 37.3% 37.5% 37.8% 38.1% 38.4% 38.7% 39.0% 39.3% 39.6% 39.9% 40.2% 40.5% 40.8% 41.0% 41.3% 41.6% 41.9% 42.2% 42.5% 42.8% 43.1% 43.4% 43.7% 44.0% 44.3% 44.5% 44.8% 45.1% 45.4% 45.7% 46.0% 46.2% 46.3% 46.5% 46.7% 46.8% 47.0% 47.2% 47.3% 47.5% 47.7% 47.8% 48.0% 48.2% 48.3% 48.5% 48.7% 48.8% 49.0% 49.2% 49.3% 49.5% 49.7% 49.8% 50.0%

* Age at Termination of Employment. Section 4.02. No Interest Created. Neither the Participant nor his or her surviving spouse shall have any interest in any specific asset of the Company, including policies of insurance. The Participant and his or her surviving spouse or beneficiary shall have only the right to receive the benefits provided under the Plan. Section 4.03. Determination of Annual Amount. The Supplement shall be calculated assuming that the Offset Benefits commence on the same date as the Supplement. Section 4.04. Form of Payment. The Supplement shall be paid to the Participant either in a single sum payment or in a form of annuity available under the terms of the Pension Plan (which forms of annuity shall be limited to an annuity for the life of a Participant (with the exception that this form shall be available to unmarried Participants only), a 120-month certain period and life annuity, a joint and 50% surviving spouse annuity, and a joint and 100% surviving spouse annuity), as elected by the Participant in accordance with Treasury guidance pursuant to Section 409A of the Code, provided that in the event no election has been made with respect to any portion or all of a benefit payable under the Plan, such benefit shall be paid in a single sum payment. Whether the Participant elects an optional annuity form of benefit available under the terms of the Pension Plan or a lump sum benefit, the benefit payable shall be actuarially adjusted by using the same actuarial factors as used under the Pension Plan for converting the normal form of benefit to an actuarially equivalent optional benefit, provided that the joint and 50% surviving spouse annuity shall not be reduced from the single life annuity form to reflect the spousal coverage. A Participant need not receive the Supplement in the same form as the form of benefit elected by the Participant under the Pension Plan. Notwithstanding the 7

foregoing, a Participant may change an election from one available form of annuity payments to another available form of annuity payments, but only to the extent permitted in Treasury regulations under Section 409A of the Code. Section 4.05. Commencement of Benefits. The benefit payable to a Participant under the Plan shall be paid or shall begin on the first day of the month following the later of his or her separation from service (within the meaning of Section 409A of the Code) or the date he or she is first eligible for commencement of benefits under the Pension Plan (whether or not he or she has applied for commencement of benefits thereunder), except that in the case of a Participant who is a key employee as defined in Section 416(i) of the Code and applicable Treasury regulations, payment shall not in any event be made or begin until the first business day of the month which is at least six months after the date of his or her separation from service (or, if earlier, the date of death of the Participant). ARTICLE V PAYMENT OF SUPPLEMENT Section 5.01. General Obligation. The Company will pay the Supplement to Participant for life in equal monthly installments, commencing on the first business day of the month following the month in which Participant retires under the terms of the Pension Plan after attaining age 55, except that in the case of a Participant who is a key employee as defined in Section 416(i) of the Code and applicable Treasury regulations, payment shall not begin

foregoing, a Participant may change an election from one available form of annuity payments to another available form of annuity payments, but only to the extent permitted in Treasury regulations under Section 409A of the Code. Section 4.05. Commencement of Benefits. The benefit payable to a Participant under the Plan shall be paid or shall begin on the first day of the month following the later of his or her separation from service (within the meaning of Section 409A of the Code) or the date he or she is first eligible for commencement of benefits under the Pension Plan (whether or not he or she has applied for commencement of benefits thereunder), except that in the case of a Participant who is a key employee as defined in Section 416(i) of the Code and applicable Treasury regulations, payment shall not in any event be made or begin until the first business day of the month which is at least six months after the date of his or her separation from service (or, if earlier, the date of death of the Participant). ARTICLE V PAYMENT OF SUPPLEMENT Section 5.01. General Obligation. The Company will pay the Supplement to Participant for life in equal monthly installments, commencing on the first business day of the month following the month in which Participant retires under the terms of the Pension Plan after attaining age 55, except that in the case of a Participant who is a key employee as defined in Section 416(i) of the Code and applicable Treasury regulations, payment shall not begin until the first business day of the month which is at least six months after the date of his or her separation from service (or, if earlier, the date of death of the Participant), or on the first business day of the month following the month in which Participant's employment terminated due to Disability. Notwithstanding anything herein to the contrary, the Company shall have no obligation to pay the Supplement to the Participant if the Participant terminates employment with the Company (a) for any reason prior to age 55, or (b) with less than ten (10) years of Credited Service unless the Participant is age 65 at the time of termination of employment. 8

Section 5.02. Death. If the Participant dies after attaining age 55 and ----- while employed by the Company (regardless of the Participant's Credited Service), the Company will pay a benefit to the Participant's surviving spouse calculated in accordance with the Plan. The surviving spouse will receive 50% of the benefit that would have been payable to the Participant if the Participant had not less than ten (10) years of Credited Service and terminated on the date of death, payable in either a single life annuity or lump sum, as elected by the Participant. Notwithstanding the foregoing, a Participant may elect a beneficiary other than his or her spouse (as permitted under the Pension Plan except that no spousal consent shall be required), with the benefit amount determined in the same manner as for a surviving spouse and payable in a lump sum form of payment only. For this lump sum calculation, the nonspouse beneficiary shall be assumed to have the same age as the Participant. If a Participant dies after Termination of Employment but before commencement of benefits, the payment due to the surviving spouse or other beneficiary shall be calculated using the method described above. ARTICLE VI COVENANTS OF PARTICIPANT By accepting payments hereunder the Participant covenants that for a period of three (3) years after the Participant leaves the employment of the Company, he or she will not engage in any activities which, in the opinion of the Company, are in competition with the Company or any of its subsidiaries without first obtaining the written consent of the Company; provided, however, that this provision shall not apply if, within five (5) years after a Change in Control of the Company, the Participant's employment with the Company is terminated by the Participant for Good Reason or by the Company without Cause. ARTICLE VII LOSS OF BENEFITS If the Participant fails to observe or perform any of the covenants by the Participant contained herein in any material respect, the Participant shall forfeit all rights which he or she may have to any benefits for which provision is made herein.

Section 5.02. Death. If the Participant dies after attaining age 55 and ----- while employed by the Company (regardless of the Participant's Credited Service), the Company will pay a benefit to the Participant's surviving spouse calculated in accordance with the Plan. The surviving spouse will receive 50% of the benefit that would have been payable to the Participant if the Participant had not less than ten (10) years of Credited Service and terminated on the date of death, payable in either a single life annuity or lump sum, as elected by the Participant. Notwithstanding the foregoing, a Participant may elect a beneficiary other than his or her spouse (as permitted under the Pension Plan except that no spousal consent shall be required), with the benefit amount determined in the same manner as for a surviving spouse and payable in a lump sum form of payment only. For this lump sum calculation, the nonspouse beneficiary shall be assumed to have the same age as the Participant. If a Participant dies after Termination of Employment but before commencement of benefits, the payment due to the surviving spouse or other beneficiary shall be calculated using the method described above. ARTICLE VI COVENANTS OF PARTICIPANT By accepting payments hereunder the Participant covenants that for a period of three (3) years after the Participant leaves the employment of the Company, he or she will not engage in any activities which, in the opinion of the Company, are in competition with the Company or any of its subsidiaries without first obtaining the written consent of the Company; provided, however, that this provision shall not apply if, within five (5) years after a Change in Control of the Company, the Participant's employment with the Company is terminated by the Participant for Good Reason or by the Company without Cause. ARTICLE VII LOSS OF BENEFITS If the Participant fails to observe or perform any of the covenants by the Participant contained herein in any material respect, the Participant shall forfeit all rights which he or she may have to any benefits for which provision is made herein. 9 ARTICLE VIII AUTOMATIC LUMP SUM PAYMENT Section 8.01. Automatic Payment. Except as provided below in this Article VIII, upon the date of a Change in Control of the Company, the Company shall make an immediate Lump Sum Payment to each Participant or his or her surviving spouse (or other beneficiary determined by the Participant), as the case may be. Section 8.02. Determination of Lump Sum Payment. Lump Sum Payment means an amount equal to the present value of the total number of annual payments which otherwise would have been made under the Plan based on the assumption that the Participant's employment with the Company has terminated as of the date of the Change in Control of the Company and as calculated using the mortality tables used for the Pension Plan and a rate of interest equal to "Moody's Corporate Bond Yield Average--Monthly (Average Corporate)" as then most recently published. In the event the Participant or the Participant's surviving spouse has begun to receive benefit payments under the Plan prior to the date of the Change in Control of the Company, the amount of such Lump Sum Payment shall be equal to the present value of the remaining annual payments which otherwise would have been made, calculated as described in this Section 8.02. Section 8.03. Participation after a Change in Control of the Company. In the event that the Plan is not terminated after a Change in Control of the Company, any future payment made under the Plan to a Participant who has received a Lump Sum Payment shall be reduced by taking into account the amount of such Lump Sum Payment in a manner determined by the Company at the time of such Lump Sum Payment. ARTICLE IX MISCELLANEOUS Section 9.01. Assignment. Except as otherwise provided herein, neither the Participant nor any beneficiary for which provision is made herein shall have the right to sell, alienate,

ARTICLE VIII AUTOMATIC LUMP SUM PAYMENT Section 8.01. Automatic Payment. Except as provided below in this Article VIII, upon the date of a Change in Control of the Company, the Company shall make an immediate Lump Sum Payment to each Participant or his or her surviving spouse (or other beneficiary determined by the Participant), as the case may be. Section 8.02. Determination of Lump Sum Payment. Lump Sum Payment means an amount equal to the present value of the total number of annual payments which otherwise would have been made under the Plan based on the assumption that the Participant's employment with the Company has terminated as of the date of the Change in Control of the Company and as calculated using the mortality tables used for the Pension Plan and a rate of interest equal to "Moody's Corporate Bond Yield Average--Monthly (Average Corporate)" as then most recently published. In the event the Participant or the Participant's surviving spouse has begun to receive benefit payments under the Plan prior to the date of the Change in Control of the Company, the amount of such Lump Sum Payment shall be equal to the present value of the remaining annual payments which otherwise would have been made, calculated as described in this Section 8.02. Section 8.03. Participation after a Change in Control of the Company. In the event that the Plan is not terminated after a Change in Control of the Company, any future payment made under the Plan to a Participant who has received a Lump Sum Payment shall be reduced by taking into account the amount of such Lump Sum Payment in a manner determined by the Company at the time of such Lump Sum Payment. ARTICLE IX MISCELLANEOUS Section 9.01. Assignment. Except as otherwise provided herein, neither the Participant nor any beneficiary for which provision is made herein shall have the right to sell, alienate, 10

anticipate, assign, transfer, pledge, encumber or otherwise convey the right to receive the Supplement. Section 9.02. No Contract of Employment. The Plan shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company to discharge the Participant, or restrict the right of the Participant to terminate his or her employment with the Company. Section 9.03. Security. The rights of the Participant under the Plan shall be solely those of an unsecured creditor of the Company. Any securities or fixed or other assets acquired by the Company in order to be able to satisfy the liabilities assumed by it hereunder, shall not be deemed to be held under any trust for the benefit of the Participant or to be considered security for the performance of the obligations of the Company but shall be, and remain, general, unpledged, unrestricted assets of the Company. Section 9.04. Governing Law. The Plan shall be subject to and construed under the laws of the State of Ohio, without giving effect to any conflicts of laws principles thereunder. Section 9.05. Amendment and Termination. The Company may at any time amend or terminate the Plan. Notwithstanding the foregoing, upon the occurrence of a Change in Control of the Company, no amendment or termination shall, without the consent of the Participant, alter or impair any vested rights of the Participant under the Plan based upon the Participant's age and years of Credited Service at the time of such amendment or termination or the manner in which amounts are to be paid to the Participant or his or her surviving spouse or beneficiary under the Plan. Section 9.06. American Jobs Creation Act. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Company to reflect or

anticipate, assign, transfer, pledge, encumber or otherwise convey the right to receive the Supplement. Section 9.02. No Contract of Employment. The Plan shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company to discharge the Participant, or restrict the right of the Participant to terminate his or her employment with the Company. Section 9.03. Security. The rights of the Participant under the Plan shall be solely those of an unsecured creditor of the Company. Any securities or fixed or other assets acquired by the Company in order to be able to satisfy the liabilities assumed by it hereunder, shall not be deemed to be held under any trust for the benefit of the Participant or to be considered security for the performance of the obligations of the Company but shall be, and remain, general, unpledged, unrestricted assets of the Company. Section 9.04. Governing Law. The Plan shall be subject to and construed under the laws of the State of Ohio, without giving effect to any conflicts of laws principles thereunder. Section 9.05. Amendment and Termination. The Company may at any time amend or terminate the Plan. Notwithstanding the foregoing, upon the occurrence of a Change in Control of the Company, no amendment or termination shall, without the consent of the Participant, alter or impair any vested rights of the Participant under the Plan based upon the Participant's age and years of Credited Service at the time of such amendment or termination or the manner in which amounts are to be paid to the Participant or his or her surviving spouse or beneficiary under the Plan. Section 9.06. American Jobs Creation Act. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Company to reflect or 11

otherwise facilitate compliance with such provisions with respect to amounts deferred on or after January 1, 2005, including as contemplated by Section 885(f) of the American Jobs Creation Act of 2004. Moreover, to the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Committee, a Participant may be permitted to terminate participation in the Plan or cancel an outstanding deferral election with regard to amounts deferred after December 31, 2004. Notwithstanding any provisions of the Plan to the contrary, no otherwise permissible election or distribution shall be made or given effect under the Plan that would result in taxation of any amount under Section 409A of the Code.

EATON CORPORATION
/s/ Susan J. Cook ---------------------------------------Name Date: December 10, 2004

Vice President - Human Resource Title
/s/ Earl R. Franklin ---------------------------------------Name

Vice President and Secretary

otherwise facilitate compliance with such provisions with respect to amounts deferred on or after January 1, 2005, including as contemplated by Section 885(f) of the American Jobs Creation Act of 2004. Moreover, to the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Committee, a Participant may be permitted to terminate participation in the Plan or cancel an outstanding deferral election with regard to amounts deferred after December 31, 2004. Notwithstanding any provisions of the Plan to the contrary, no otherwise permissible election or distribution shall be made or given effect under the Plan that would result in taxation of any amount under Section 409A of the Code.

EATON CORPORATION
/s/ Susan J. Cook ---------------------------------------Name Date: December 10, 2004

Vice President - Human Resource Title
/s/ Earl R. Franklin ---------------------------------------Name

Vice President and Secretary Title

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(cc) Amendment effective January 1, 2005 to Plan for the Deferred Payment of Directors' Fees (originally adopted October 23, 1985 and as restated effective as of February 24, 2004) WHEREAS, Eaton Corporation (the "Company") presently maintains in effect the Plan for the Deferred Payment of Directors' Fees (the "Plan") established effective as of October 23, 1985, under an amended and restated document made effective as of February 24, 2004; WHEREAS, the American Jobs Creation Act of 2004 (the "Act") included provisions that affect the operation and tax treatment of arrangements such as the Plan, generally effective January 1, 2005; WHEREAS, it is desired that amounts earned and vested under the Plan for periods before January 1, 2005, remain subject to the law as in effect prior to enactment of the Act and that no material modification of any kind be made to the Plan or given effect after October 3, 2004, with respect to such amounts; and WHEREAS, it is desired to amend the Plan only as it relates to deferrals after December 31, 2004, to reflect the provisions of the Act, so as to enable the Participants under the Plan to continue to defer some or all eligible fees which may be payable to them for future services as a member of the Board of Directors of the Company or as chairman or a member of any committee of the Board; NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter set forth, but with respect only to amounts deferred after December 31, 2004. 1. Section 2.07 is amended to provide as follows: 2.07 "Deferred Account Balance": At any particular date, the total of all Compensation deferred under the Plan

EATON CORPORATION
/s/ Susan J. Cook ---------------------------------------Name Date: December 10, 2004

Vice President - Human Resource Title
/s/ Earl R. Franklin ---------------------------------------Name

Vice President and Secretary Title

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(cc) Amendment effective January 1, 2005 to Plan for the Deferred Payment of Directors' Fees (originally adopted October 23, 1985 and as restated effective as of February 24, 2004) WHEREAS, Eaton Corporation (the "Company") presently maintains in effect the Plan for the Deferred Payment of Directors' Fees (the "Plan") established effective as of October 23, 1985, under an amended and restated document made effective as of February 24, 2004; WHEREAS, the American Jobs Creation Act of 2004 (the "Act") included provisions that affect the operation and tax treatment of arrangements such as the Plan, generally effective January 1, 2005; WHEREAS, it is desired that amounts earned and vested under the Plan for periods before January 1, 2005, remain subject to the law as in effect prior to enactment of the Act and that no material modification of any kind be made to the Plan or given effect after October 3, 2004, with respect to such amounts; and WHEREAS, it is desired to amend the Plan only as it relates to deferrals after December 31, 2004, to reflect the provisions of the Act, so as to enable the Participants under the Plan to continue to defer some or all eligible fees which may be payable to them for future services as a member of the Board of Directors of the Company or as chairman or a member of any committee of the Board; NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter set forth, but with respect only to amounts deferred after December 31, 2004. 1. Section 2.07 is amended to provide as follows: 2.07 "Deferred Account Balance": At any particular date, the total of all Compensation deferred under the Plan and earnings credited thereto less the amount of any deferred Compensation previously paid to the Participant; provided that separate records shall be maintained within the Deferred Account Balance to reflect Compensation deferred under the Plan for periods ending on and before December 31, 2004 and earnings credited thereto and Compensation deferred under the Plan for periods ending on and after January 1, 2005 and earnings credited thereto.

2. Section 2.08 is amended to provide as follows: 2.08 "Deferred Compensation Agreement": The written agreement between the Company and a Participant

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(cc) Amendment effective January 1, 2005 to Plan for the Deferred Payment of Directors' Fees (originally adopted October 23, 1985 and as restated effective as of February 24, 2004) WHEREAS, Eaton Corporation (the "Company") presently maintains in effect the Plan for the Deferred Payment of Directors' Fees (the "Plan") established effective as of October 23, 1985, under an amended and restated document made effective as of February 24, 2004; WHEREAS, the American Jobs Creation Act of 2004 (the "Act") included provisions that affect the operation and tax treatment of arrangements such as the Plan, generally effective January 1, 2005; WHEREAS, it is desired that amounts earned and vested under the Plan for periods before January 1, 2005, remain subject to the law as in effect prior to enactment of the Act and that no material modification of any kind be made to the Plan or given effect after October 3, 2004, with respect to such amounts; and WHEREAS, it is desired to amend the Plan only as it relates to deferrals after December 31, 2004, to reflect the provisions of the Act, so as to enable the Participants under the Plan to continue to defer some or all eligible fees which may be payable to them for future services as a member of the Board of Directors of the Company or as chairman or a member of any committee of the Board; NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter set forth, but with respect only to amounts deferred after December 31, 2004. 1. Section 2.07 is amended to provide as follows: 2.07 "Deferred Account Balance": At any particular date, the total of all Compensation deferred under the Plan and earnings credited thereto less the amount of any deferred Compensation previously paid to the Participant; provided that separate records shall be maintained within the Deferred Account Balance to reflect Compensation deferred under the Plan for periods ending on and before December 31, 2004 and earnings credited thereto and Compensation deferred under the Plan for periods ending on and after January 1, 2005 and earnings credited thereto.

2. Section 2.08 is amended to provide as follows: 2.08 "Deferred Compensation Agreement": The written agreement between the Company and a Participant substantially in the form attached hereto as Exhibit A and made a part hereof, as the form of agreement may be amended by the Company from time to time. 3. Section 2.10 shall cease to be applicable and is amended to provide as follows: 2.10 Reserved. 4. Section 2.19 shall cease to be applicable and is amended to provide as follows: 2.19 Reserved. 5. A new paragraph (c) is added to Section 3.02 to provide as follows: (c) The Deferred Compensation Agreement electing deferral of Compensation for a particular calendar year must be made as described in paragraph (a) not later than December 31 of the preceding calendar year. Beginning with Compensation earned on and after January 1, 2005, the Deferred Compensation Agreement shall also contain the Participant's election with respect to the form of payment of such amounts. 6. Paragraph (b) of Section 4.01 is amended to provide as follows:

2. Section 2.08 is amended to provide as follows: 2.08 "Deferred Compensation Agreement": The written agreement between the Company and a Participant substantially in the form attached hereto as Exhibit A and made a part hereof, as the form of agreement may be amended by the Company from time to time. 3. Section 2.10 shall cease to be applicable and is amended to provide as follows: 2.10 Reserved. 4. Section 2.19 shall cease to be applicable and is amended to provide as follows: 2.19 Reserved. 5. A new paragraph (c) is added to Section 3.02 to provide as follows: (c) The Deferred Compensation Agreement electing deferral of Compensation for a particular calendar year must be made as described in paragraph (a) not later than December 31 of the preceding calendar year. Beginning with Compensation earned on and after January 1, 2005, the Deferred Compensation Agreement shall also contain the Participant's election with respect to the form of payment of such amounts. 6. Paragraph (b) of Section 4.01 is amended to provide as follows: (b) The Normal Plan Participation Termination Benefit shall be calculated by reference to the Participant's total Compensation deferred under the Plan and the rate or rates of interest specified in his or her Deferred Compensation Agreement; provided, however, that at the Participant's election, the Normal Plan Participation Termination Benefit shall be paid in a Lump Sum Payment. 7. Section 4.02 shall cease to be applicable and is amended to provide as follows: 4.02 Reserved. 8. A new Section 4.04 is added to provide as follows: 4.04 "Limitations on Distribution": Notwithstanding any provision of the Plan to the contrary, Compensation deferred under the Plan shall not be distributed earlier than 2

(a) separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a key employee of the Company); (b) the date the Participant becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")); (c) death of the Participant; (d) a specified time (or pursuant to a fixed schedule) specified under the Plan at the date of the deferral of such Compensation; (e) to the extent provided by the Secretary of the Treasury, a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company; or (f) the occurrence of an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the Code. In the case of any key employee (as defined in Section 416(i) of the Code without regard to paragraph (5)

(a) separation from service as determined by the Secretary of the Treasury (except as provided below with respect to a key employee of the Company); (b) the date the Participant becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")); (c) death of the Participant; (d) a specified time (or pursuant to a fixed schedule) specified under the Plan at the date of the deferral of such Compensation; (e) to the extent provided by the Secretary of the Treasury, a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company; or (f) the occurrence of an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the Code. In the case of any key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company, distributions may not be made before the date which is six months after the date of separation from service (or, if earlier, the date of death of the Participant). 9. Section 5.02 is amended to provide as follows: 5.02 "Amount of Survivor Benefit": The Survivor Benefit shall be an amount equal to the Participant's Deferred Account Balance at the date of his or her death together with interest thereon, compounded annually, from the date Compensation was deferred until the date it is completely paid by the Company (a "Deferral Period") at a rate equal to the prime rate set forth in The Wall Street Journal (or any successor thereto) (hereinafter referred ---------------------- to as the "Prime Rate") from time to time during the Deferral Period. The Survivor Benefit shall be paid in a lump sum. 10. Section 5.03 is amended to provide as follows: 5.03 "Survivor Benefit After Commencement of Benefit Payments to the Participant": In the event a Participant who has begun to receive benefit installment payments under the Plan dies prior to full payment of his or her Normal Plan Participation Termination Benefit or Early Termination Benefit, all remaining payments due hereunder shall be made to such Participant's Designated Beneficiary in a lump sum. 11. Section 6.02 shall cease to be applicable and is amended to provide as follows: 3

6.02 Reserved. 12. Section 7.02 shall cease to be applicable and is amended to provide as follows: 7.02 Reserved. 13. A new Section 8.07 is added to provide as follows: 8.07 "American Jobs Creation Act of 2004 ": The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto for Compensation deferred after December 31, 2004. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Company to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005, including as contemplated by Section 885(f) of the American Jobs Creation Act of 2004. Moreover, to the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Committee, a Participant may be permitted to terminate participation in the Plan or cancel an outstanding deferral election with regard to amounts

6.02 Reserved. 12. Section 7.02 shall cease to be applicable and is amended to provide as follows: 7.02 Reserved. 13. A new Section 8.07 is added to provide as follows: 8.07 "American Jobs Creation Act of 2004 ": The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto for Compensation deferred after December 31, 2004. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Company to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2005, including as contemplated by Section 885(f) of the American Jobs Creation Act of 2004. Moreover, to the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Committee, a Participant may be permitted to terminate participation in the Plan or cancel an outstanding deferral election with regard to amounts deferred after December 31, 2004. Notwithstanding any provisions of the Plan to the contrary, no otherwise permissible election or distribution shall be made or given effect under the Plan that would result in taxation of any amount under Section 409A of the Code. 4

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(dd) EATON CORPORATION 200_ STOCK OPTION GRANT NON-QUALIFIED STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTOR) Name __________________________("Optionholder") Date of Grant _______________ Number of Shares ______________ Option Price ________________ EATON CORPORATION, an Ohio corporation (the "Company"), hereby grants to the Optionholder, in consideration of service by him or her as a member of the Board of Directors of the Company (the "Board"), the option to purchase from the Company the number of common shares of the Company with a par value of fifty cents each (the "Common Shares") specified above from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option (such period being referred to as the "fixed term of the option"), unless sooner terminated as hereinafter provided. For purposes of the foregoing sentence, "close of business" shall mean 5:00 p.m. Eastern Time on the day of such tenth anniversary unless that day falls on a Saturday, Sunday or other day when the Company is not open for business, in which case "close of business" shall mean 5:00 p.m. Eastern Time on the immediately preceding day when the Company is open for business. This option is subject to, and is granted in accordance with, the _____ Stock Plan (the "____ Plan"), and upon the terms and conditions herein set forth. I. TERMS OF EXERCISE OF OPTION A. By the Optionholder While Serving as a Member of the Board. This option shall become exercisable after a period of six months following the date of grant, provided the Optionholder remains in continuous service as a member of the Board for that period. The Optionholder, while serving as a member of the Board, may exercise this option at any time after this option becomes exercisable, but not later than the end of the fixed term of the option. The Governance Committee of the Board (the "Committee") reserves the right to decide to what extent leaves of absence for government service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous service. Notwithstanding the foregoing

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(dd) EATON CORPORATION 200_ STOCK OPTION GRANT NON-QUALIFIED STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTOR) Name __________________________("Optionholder") Date of Grant _______________ Number of Shares ______________ Option Price ________________ EATON CORPORATION, an Ohio corporation (the "Company"), hereby grants to the Optionholder, in consideration of service by him or her as a member of the Board of Directors of the Company (the "Board"), the option to purchase from the Company the number of common shares of the Company with a par value of fifty cents each (the "Common Shares") specified above from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option (such period being referred to as the "fixed term of the option"), unless sooner terminated as hereinafter provided. For purposes of the foregoing sentence, "close of business" shall mean 5:00 p.m. Eastern Time on the day of such tenth anniversary unless that day falls on a Saturday, Sunday or other day when the Company is not open for business, in which case "close of business" shall mean 5:00 p.m. Eastern Time on the immediately preceding day when the Company is open for business. This option is subject to, and is granted in accordance with, the _____ Stock Plan (the "____ Plan"), and upon the terms and conditions herein set forth. I. TERMS OF EXERCISE OF OPTION A. By the Optionholder While Serving as a Member of the Board. This option shall become exercisable after a period of six months following the date of grant, provided the Optionholder remains in continuous service as a member of the Board for that period. The Optionholder, while serving as a member of the Board, may exercise this option at any time after this option becomes exercisable, but not later than the end of the fixed term of the option. The Governance Committee of the Board (the "Committee") reserves the right to decide to what extent leaves of absence for government service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous service. Notwithstanding the foregoing provisions of this Section I A, this option may be exercised after service on the Board ends as provided in Section I B below. B. By the Optionholder When No Longer Serving as a Member of the Board.

The Optionholder may not exercise this option after he or she ceases to serve as a member of the Board, except that if the Optionholder ceases to serve as a member of the Board after reaching the retirement age designated by the then-current Board retirement policy or after at least ten years' service on the Board, then he or she may exercise this option at any time after a period of six months following the date of grant, but not later than the end of the fixed term of the option. I. TERMS OF EXERCISE OF OPTION (continued) C. In case of the Death of the Optionholder. If the Optionholder is entitled to exercise this option at the date of his or her death, then this option may be exercised during the period of 12 months after the death of the Optionholder (but no later than the end of the fixed term of the option) by the Optionholder's estate or by a person or persons who have acquired the right to exercise this option by bequest or inheritance. This option may be so exercised only as to the number of Common Shares for which it could have been exercised at the time the Optionholder died. D. Termination.

The Optionholder may not exercise this option after he or she ceases to serve as a member of the Board, except that if the Optionholder ceases to serve as a member of the Board after reaching the retirement age designated by the then-current Board retirement policy or after at least ten years' service on the Board, then he or she may exercise this option at any time after a period of six months following the date of grant, but not later than the end of the fixed term of the option. I. TERMS OF EXERCISE OF OPTION (continued) C. In case of the Death of the Optionholder. If the Optionholder is entitled to exercise this option at the date of his or her death, then this option may be exercised during the period of 12 months after the death of the Optionholder (but no later than the end of the fixed term of the option) by the Optionholder's estate or by a person or persons who have acquired the right to exercise this option by bequest or inheritance. This option may be so exercised only as to the number of Common Shares for which it could have been exercised at the time the Optionholder died. D. Termination. This option shall in no event be exercisable after the expiration of the fixed term of the option, notwithstanding anything to the contrary in Sections I A, B or C above. The option hereby granted shall be considered terminated, in whole or in part, to the extent that it can no longer be exercised under the terms hereof or under the terms of the 1998 Plan, for the Common Shares originally subject to this option, or in the event the Optionholder shall fail, within 60 days after the date of the granting of this option, to deliver to the Company an acceptance of such option executed by him or her. E. Acceleration - Change in Control. Notwithstanding anything in Section I A or B to the contrary, the outstanding option shall become immediately exercisable for all of the Common Shares subject to the option upon a change in control of the Company (as defined below). For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding voting securities, (ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75 % of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act") of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly-owned subsidiary of the Company, (iv) any "person" (as such term is used in Sections 3(a)(9) and 13(d) (3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (v) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of 2

E. Acceleration - Change in Control. (continued) each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d-3(d)(1) of the Exchange Act (as then in effect). II. METHODS OF EXERCISING OPTION - RIGHTS AS SHAREHOLDERS

E. Acceleration - Change in Control. (continued) each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d-3(d)(1) of the Exchange Act (as then in effect). II. METHODS OF EXERCISING OPTION - RIGHTS AS SHAREHOLDERS A. This option shall be deemed exercised when the person(s) or estate entitled to exercise it shall indicate the decision to do so, as to all or any part of the Common Shares for which it may then be exercised, in a single writing for each exercise delivered to the Company at its principal office and shall at that time tender to the Company payment in full for the Common Shares as to which the option is exercised in cash or by a check which shall be paid upon presentment to the bank upon which drawn or, with the approval of the Committee, by delivery to the Company of Common Shares owned by the Optionholder, or by tender of a combination of cash (or a check as herein described) and Common Shares. A partial exercise of this option shall not affect the right to exercise it from time to time thereafter as to the remaining Common Shares subject to the option. B. No holder of this option shall have any rights as a shareholder with respect to any Common Shares subject to the option unless and until he or she shall have received a certificate or certificates for such Common Shares. Subject to compliance with all the terms and conditions hereof and of the 1998 Plan, including all rules, regulations and determinations of the Committee, the Company shall, as promptly as possible after any exercise of this option, deliver a certificate or certificates for an appropriate number of Common Shares; provided, however, that no such certificate or certificates shall be so delivered unless and until adequate provision has, in the judgment of the Company, been made for any and all withholding taxes in respect of the exercise of the option. III. TRANSFER OF OPTION Except as otherwise provided by the Committee, this option shall not be transferable otherwise than by will or the law of descent and distribution. IV. COMPLIANCE WITH LAWS, REGULATIONS AND RULES The Company will use its best efforts to comply with all federal and state laws and regulations, and all rules of domestic stock exchanges on which its Common Shares may be listed, which apply to the issuance of the Common Shares subject to this option, and to obtain such consents and approvals to such issuance which it deems advisable from federal and state bodies having jurisdiction of such matters. However, anything herein to the contrary notwithstanding, this option shall not be exercisable, and the Company shall not be obliged to issue or deliver any certificate for shares subject to this option, if such exercise, issuance 3

IV. COMPLIANCE WITH LAWS, REGULATIONS AND RULES (continued) or delivery would violate any such laws, regulations or rules and unless and until such consents and approvals have been obtained. Any share certificate issued to evidence Common Shares as to which this option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. If any person(s) or estate purporting to acquire the right to exercise this option by bequest or inheritance shall attempt to exercise this option, the Committee may require reasonable evidence as to the ownership of this option and may request such consents and releases of taxing authorities, as the Committee may deem advisable. V. ADJUSTMENT UPON CHANGE OF SHARES In the event that the outstanding Common Shares shall be changed in number or class by reason of a

IV. COMPLIANCE WITH LAWS, REGULATIONS AND RULES (continued) or delivery would violate any such laws, regulations or rules and unless and until such consents and approvals have been obtained. Any share certificate issued to evidence Common Shares as to which this option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. If any person(s) or estate purporting to acquire the right to exercise this option by bequest or inheritance shall attempt to exercise this option, the Committee may require reasonable evidence as to the ownership of this option and may request such consents and releases of taxing authorities, as the Committee may deem advisable. V. ADJUSTMENT UPON CHANGE OF SHARES In the event that the outstanding Common Shares shall be changed in number or class by reason of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, spin off, stock dividend, rights offering or other event affecting Common Shares, the number and class of Common Shares subject to this option and the price per share payable upon exercise of this option shall be equitably adjusted as determined by the Committee so as to reflect such change. No adjustment provided for in this Section V shall require the Company to sell or transfer a fractional share. No exercise of any conversion rights by the holders of any of the Company's preferred shares or serial preferred shares or convertible indebtedness hereafter issued shall call for any adjustment under this Section V. VI. COMPETITION BY OPTIONHOLDER In the event that the Optionholder within one year after exercise of any portion of this option enters into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Committee, is in competition with the Company or a subsidiary, the amount by which the fair market value per share on the date of exercise of any such portion exceeds the option price per Common Share hereunder, multiplied by the number of Common Shares subject to such exercised portion, shall inure to the benefit of the Company; and the Optionholder shall pay the same to the Company, unless the Committee in its sole discretion shall determine that such action by the Optionholder is not inimical to the best interest of the Company or its subsidiaries. VII. ENFORCEABILITY This Agreement shall be binding upon and inure to the benefit of (1) the Company, and its successors and assigns, and (2) the Optionholder and his or her personal representatives, executors, administrators, legatees and distributees. 4

VIII. STOCK OPTION PLAN CONTROLS The terms and conditions of the 1998 Plan, as amended from time to time in accordance with the provisions of Section 11 thereof, shall control the terms and conditions of this option, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the 1998 Plan shall be of no force or effect and shall not be binding upon the Company or the Optionholder. IX. CONSTRUCTION It is intended that acquisition of this option by the Optionholder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of this option shall so qualify. Any provision of this Agreement that cannot be so construed interpreted and administered shall be of no force or effect. X. GOVERNING LAW

VIII. STOCK OPTION PLAN CONTROLS The terms and conditions of the 1998 Plan, as amended from time to time in accordance with the provisions of Section 11 thereof, shall control the terms and conditions of this option, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the 1998 Plan shall be of no force or effect and shall not be binding upon the Company or the Optionholder. IX. CONSTRUCTION It is intended that acquisition of this option by the Optionholder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of this option shall so qualify. Any provision of this Agreement that cannot be so construed interpreted and administered shall be of no force or effect. X. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Ohio, except as otherwise specifically provided herein. EATON CORPORATION By And by ACCEPTANCE OF OPTION BY OPTIONHOLDER Accepted by Signature Date 5

(EATON LOGO) Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(ee) 200_ STOCK OPTION GRANT STOCK OPTION AGREEMENT UNDER THE _______ STOCK PLAN OPTIONHOLDER: DATE OF GRANT: DATE OF EXPIRATION: OPTION PRICE: $____ MARKET VALUE: TOTAL NUMBER OF STOCK OPTIONS: INCENTIVE STOCK OPTION SHARES: NON-QUALIFIED STOCK OPTION SHARES: EATON CORPORATION, an Ohio corporation (the "Company"), hereby grants to the Optionholder, in consideration of service by him or her to the Company or a subsidiary of the Company, the option to purchase from the Company common shares of the Company with a par value of fifty cents each (the "Common Shares")

(EATON LOGO) Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(ee) 200_ STOCK OPTION GRANT STOCK OPTION AGREEMENT UNDER THE _______ STOCK PLAN OPTIONHOLDER: DATE OF GRANT: DATE OF EXPIRATION: OPTION PRICE: $____ MARKET VALUE: TOTAL NUMBER OF STOCK OPTIONS: INCENTIVE STOCK OPTION SHARES: NON-QUALIFIED STOCK OPTION SHARES: EATON CORPORATION, an Ohio corporation (the "Company"), hereby grants to the Optionholder, in consideration of service by him or her to the Company or a subsidiary of the Company, the option to purchase from the Company common shares of the Company with a par value of fifty cents each (the "Common Shares") from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option, unless sooner terminated as hereinafter provided. For purposes of the foregoing sentence, "close of business" shall mean 5:00 P. M. Eastern Time on the day of such tenth anniversary unless that day falls on a Saturday, Sunday or other day when the Company's World Headquarters is not open for business, in which case "close of business" shall mean 5:00 P.M. Eastern Time on the immediately preceding day when the Company is open for business. This option is subject to, and is granted in accordance with, the _____ Stock Plan (the "____ Plan"), and upon the terms and conditions herein set forth. The Incentive Stock Option Shares (as specified above) are intended to qualify as an "Incentive Stock Option" under Section 422(a) of the Internal Revenue Code, as amended from time to time. The Nonqualified Stock Option Shares (as specified above) are not intended to qualify as an Incentive Stock Option. This option is subject to, and is granted in accordance with, the 2002 Stock Plan (the "_____ Plan"), and upon the terms and conditions herein set forth. For purposes of this Agreement, "subsidiary" shall mean an entity whose financial results are consolidated with those of the Company for purposes of the Statement of Consolidated Income included in the Company's annual report to shareholders. I. TERMS OF EXERCISE OF OPTION A. By the Optionholder While an Employee of the Company or a Subsidiary The Optionholder may exercise this option only after he or she remains in the continuous employment of the Company for a period of one year from the date of granting of this option and only as to the number of shares which become vested as set forth below. Employment by a subsidiary shall be counted as employment by the Company. Subject to Section I. B. hereof, after one year of such continuous employment following the date of grant of this option, the Optionholder, while still so employed, may exercise this option as follows: [insert vesting schedule here]

(EATON LOGO) 200_ STOCK OPTION GRANT The Compensation and Organization Committee of the Board of Directors of the Company (the "Committee") reserves the right to decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment.

(EATON LOGO) 200_ STOCK OPTION GRANT The Compensation and Organization Committee of the Board of Directors of the Company (the "Committee") reserves the right to decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment. B. By the Optionholder When No Longer Employed by Either the Company or a Subsidiary 1. Retirement. If the Optionholder ceases to be an employee as a result of retirement on or after normal retirement age (age 65 for U.S. employees), or on or after age 50 and 10 years of service to the Company or a subsidiary (early retirement), he or she may exercise this option with respect to all Common Shares then subject to this option which are vested at the date of such retirement in accordance with the schedule set forth in Section I.A above, for a period not to exceed the shorter of the remaining term of this option or five years after the retirement date. 2. Divestiture of a Facility. If the Optionholder ceases to be an employee as a result of the divestiture of a facility where the Optionholder is employed, he or she may exercise this option with respect to all Common Shares then subject to this option, both vested and unvested, for a period not to exceed 90 days after the effective date of the divestiture. If the divestiture results in the retirement (as described in Subsection (1) of the Optionholder, then he or she may exercise this option with respect to all Common Shares then subject to this option (both vested and unvested) for a period not to exceed the shorter of the remaining term of the option or five years after the retirement date. 3. Other Terminations. If the Optionholder ceases to be an employee for any reason other than those described in Subsections (1) or (2), he or she may exercise this option only for the number of Common Shares which are vested at the time he or she ceased to be an employee, and he or she may exercise this option only for a period not to exceed 90 days following the termination of employment. 4. Company Discretion. In the case of a termination of an officer of the Company that is subject to Subsection (1) or (3), the officer may exercise this option for such number of Common Shares that is greater than the number provided by those Subsections as the Committee may authorize by acceleration of vesting or otherwise. In the case of the termination of an employee who is not an officer of the Company that is subject to Subsections (1) or (2), the employee may exercise this option for such number of Common Shares greater than provided by those Subsections as the Management Compensation Committee ("Management Committee") may authorize by acceleration of vesting or otherwise. In the case of any such termination, the Chief Executive Officer may also permit this option to become exercisable at specified times subsequent to retirement or termination of employment. The Optionholder should have no expectation that the Committee, the Management Committee or the Chief Executive Officer will take any discretionary action contemplated by this Subsection (4). 2

(EATON LOGO) 200_ STOCK OPTION GRANT B. By the Optionholder When No Longer Employed by Either the Company or a Subsidiary (continued) 5. Incentive Stock Options

(EATON LOGO) 200_ STOCK OPTION GRANT B. By the Optionholder When No Longer Employed by Either the Company or a Subsidiary (continued) 5. Incentive Stock Options To receive favorable tax treatment afforded Incentive Stock Options, the Incentive Stock Option Shares must be exercised within 90 days of retirement or within one year of termination of employment in case of permanent and total disability. Incentive Stock Option Shares that are not exercised within those periods will, for tax purposes, be treated the same as Non-Qualified Stock Options. C. By the Optionholder After Change in Position If the Optionholder should be assigned to any position with the Company or its subsidiaries which is, in the sole and absolute discretion of the Committee, of lesser responsibility than that which is held by the Optionholder upon the date hereof, thereafter the Optionholder may exercise this option (during the term of the option) only for the number of Common Shares for which the option was exercisable at the time of such assignment or such greater number of Common Shares as determined by the Committee in the exercise of its sole and absolute discretion. D. In Case of the Death of the Optionholder Upon the death of the Optionholder, this option shall be exercisable by the Optionholder's estate, or by a person who has acquired the right to exercise this option by bequest or inheritance, (i) during the period of 12 months after the date of death (but no later than the end of the fixed term of the option) for the number of Common Shares for which the option was exercisable upon the date of death, and (ii) during such period of time, if any (but ending no later than the end of the fixed term of the option), which the Committee may determine in its sole and absolute discretion, for the number of Common Shares for which the Optionholder could have exercised this option in accordance with its terms prior to the expiration of that period of time if the Optionholder had lived. E. Term The option shall in no event be exercisable after the expiration of 10 years from the date of the granting of the option, notwithstanding anything to the contrary in Sections I. A, B, C or D above. The option hereby granted shall be considered terminated and cancelled, in whole or in part, to the extent that it can no longer be exercised under the terms hereof or under the terms of the 2002 Plan, for the Common Shares originally subject to this option, or in the event the Optionholder shall fail, within 60 days after the granting of this option, to deliver to the Company an acceptance of such option executed by him or her. II. EXERCISING OPTION--RIGHTS AS A SHAREHOLDER A. Exercise and Payment This option shall be deemed exercised when the person or estate entitled to exercise it shall indicate the decision to do so, as to all or any part of the Common Shares for which it may then be exercised, in a single writing delivered to the Company at its principal office or to other designated addresses and shall at that time tender to the Company payment in full for the Common Shares as to which the option is exercised in cash or by a check which shall be paid upon presentment to the bank upon which it was drawn, or by delivery to the Company of Common Shares owned by the Optionholder, or by tender of a combination of cash (or a check as herein described) and Common Shares. The aforesaid writing and tender of payment may be delivered by the Optionholder to the Company in advance of the date of exercise, effective as of that date. A partial exercise of this option shall not affect the right to exercise it from time to time thereafter as to the remaining Common Shares subject to the option. The Company shall notify the Optionholder of the expiration date of the fixed term of this option no less than 90 days, nor more than 180 days, in advance of such expiration date. 3

(EATON LOGO) 200_ STOCK OPTION GRANT II. EXERCISING OPTION--RIGHTS AS A SHAREHOLDER (CONTINUED) B. Shareholder Rights No holder of this option shall have any rights as a shareholder with respect to any Common Shares subject to the option unless and until he or she shall have received a certificate or certificates for such Common Shares. Subject to compliance with all the terms and conditions hereof and of the 2002 Plan, including all rules, regulations and determinations of the Committee, the Company shall, as promptly as possible after any exercise of this option, deliver a certificate or certificates for an appropriate number of Common Shares; provided, however, that no such certificate or certificates shall be so delivered unless and until adequate provision has, in the judgment of the Company, been made for any and all withholding taxes in respect of the exercise of the option. III. TRANSFER OF OPTION This option shall not be transferable otherwise than by will or the law of descent and distribution or to the extent permitted by rules or regulations under Section 16(b) under the Securities Exchange Act of 1934 (the "Exchange Act") and the Committee. IV. COMPLIANCE WITH LAWS, REGULATIONS AND RULES The Company will use its reasonable best efforts to comply with all federal and state laws and regulations and all rules for domestic stock exchanges on which its Common Shares may be listed, which apply to the issuance of the Common Shares subject to this option, and to obtain such consents and approvals to such issuance which it deems advisable from federal and state bodies having jurisdiction of such matters. However, anything herein to the contrary notwithstanding, this option shall not be exercisable, and the Company shall not be obligated to issue or deliver any certificate for shares subject to this option, in violation of any such laws, regulations or rules and unless and until such consents and approvals have been obtained. Any share certificate issued to evidence Common Shares as to which this option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. If a person or an estate purporting to acquire the rights to exercise this option by bequest or inheritance shall attempt to exercise this option, the Company may require reasonable evidence as to the ownership of this option and may request such consents and releases of taxing authorities as it deems advisable. V. ADJUSTMENT UPON CHANGE OF SHARES In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting Common Shares, the number and class of Common Shares subject to this option, the price per share payable upon exercise of this option and the conditions on which this option shall become exercisable, shall be equitably adjusted by the Committee so as to reflect such change. No adjustment provided for in this Section V shall require the Company to sell or transfer a fractional share. VI. EFFECT ON EMPLOYMENT The granting of this option shall not give the Optionholder any right to be retained in the employ of the Company or any subsidiary, and shall not affect the right of the Company to terminate the employment of the Optionholder at any time with or without assigning a reason therefore to the same extent as the Company might have done if this option had not been granted. 4

(EATON LOGO) 200_ STOCK OPTION GRANT

(EATON LOGO) 200_ STOCK OPTION GRANT VII. COMPETITION BY OPTIONHOLDER In the event that the Optionholder voluntarily leaves employment of the Company or a subsidiary and within one (1) year after exercise of any portion of this option enters into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Committee, is in competition with the Company or a subsidiary, the amount by which the fair market value per share on the date of exercise of any such portion exceeds the option price per Common Share hereunder, multiplied by the number of Common Shares subject to such exercised portion, shall inure to the benefit of the Company and the Optionholder shall pay the same to the Company, unless the Committee in its sole discretion shall determine that such action by the Optionholder is not inimical to the best interest of the Company or its subsidiaries. VIII. CHANGE OF CONTROL A. Exercise of Option Notwithstanding anything in Section I.A to the contrary, effective upon a Change of Control of the Company (as defined below), this option shall become fully exercisable for 100% of the Common Shares subject to this option. B. Definition For the purpose of this Agreement, a "Change of Control" shall mean: 1. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding common shares of the Company (the "Outstanding Common Shares") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or 2. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 3. Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 75% of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, 5

(EATON LOGO) 200_ STOCK OPTION GRANT

(EATON LOGO) 200_ STOCK OPTION GRANT VIII. CHANGE OF CONTROL (CONTINUED) B. Definition (continued) 3. a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding common shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 4. Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred as a result of any transaction or series of transactions which the Optionholder, or any entity in which the Optionholder is a partner, officer or more than 50% owner initiates, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, the Optionholder, either alone or together with other individuals who are executive officers of the Company immediately prior thereto, beneficially owns, directly or indirectly, more than 10% of the then outstanding common shares of the Company or the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation. IX. ENFORCEABILITY This Agreement shall be binding upon and inure to the benefit of the Company, and its successors and assigns, and upon the personal representatives, executors, administrators, legatees and distributees of the Optionholder. X. 2002 PLAN CONTROLS The terms and conditions of the 2002 Plan, as amended from time to time in accordance with the provisions of Section 12 thereof, shall control the terms and conditions of this option, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the 2002 Plan shall be of no force or effect and shall not be binding upon the Company or the Optionholder. The 2002 Plan and this Agreement represent the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral. 6

(EATON LOGO) 200_ STOCK OPTION GRANT XI. CONSTRUCTION It is intended that acquisition of this option by the Optionholder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of this option, whether made to an officer or director of the Company or to any other employee of the Company or a subsidiary, shall so qualify. Any provision of this Agreement that cannot be so construed, interpreted and administered shall be of no force or effect.

(EATON LOGO) 200_ STOCK OPTION GRANT XI. CONSTRUCTION It is intended that acquisition of this option by the Optionholder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of this option, whether made to an officer or director of the Company or to any other employee of the Company or a subsidiary, shall so qualify. Any provision of this Agreement that cannot be so construed, interpreted and administered shall be of no force or effect. XII. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Ohio, except as otherwise specifically provided herein. EATON CORPORATION ACCEPTANCE OF OPTION BY OPTIONHOLDER Accepted by ________________________________ Signature Date ______________________________________ 7

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(ff) Date Eaton Corporation Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114 Attention: Vice President - Human Resources RE: AWARD OF RESTRICTED STOCK UNDER THE EATON CORPORATION _____ STOCK PLAN Ladies and Gentlemen: As an employee of Eaton Corporation (the "Company"), I have received an award of restricted common shares of the Company effective as of XXXX (the "Effective Date") under the terms and conditions of the Company's ____ Stock Plan (the "Plan"). I hereby acknowledge receipt of a copy of the Plan, and acknowledge and agree as follows: 1. ACCEPTANCE. I hereby accept the aforementioned award on the terms and conditions provided in the Plan and this Agreement. 2. RESTRICTED STOCK. I acknowledge that, as of the Effective Date, XXXX Common Shares of the Company (the "Restricted Stock") have been awarded to me, contingent on the continuation of my service with the Company as provided herein. The Restricted Stock shall be forfeited and shall be immediately re-transferred to the Company if my employment with the Company is terminated under any circumstances whatsoever, including without limitation dismissal, resignation, divestiture of operations, death, disability or retirement. This possibility of forfeiture shall lapse as follows:

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 10(ff) Date Eaton Corporation Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114 Attention: Vice President - Human Resources RE: AWARD OF RESTRICTED STOCK UNDER THE EATON CORPORATION _____ STOCK PLAN Ladies and Gentlemen: As an employee of Eaton Corporation (the "Company"), I have received an award of restricted common shares of the Company effective as of XXXX (the "Effective Date") under the terms and conditions of the Company's ____ Stock Plan (the "Plan"). I hereby acknowledge receipt of a copy of the Plan, and acknowledge and agree as follows: 1. ACCEPTANCE. I hereby accept the aforementioned award on the terms and conditions provided in the Plan and this Agreement. 2. RESTRICTED STOCK. I acknowledge that, as of the Effective Date, XXXX Common Shares of the Company (the "Restricted Stock") have been awarded to me, contingent on the continuation of my service with the Company as provided herein. The Restricted Stock shall be forfeited and shall be immediately re-transferred to the Company if my employment with the Company is terminated under any circumstances whatsoever, including without limitation dismissal, resignation, divestiture of operations, death, disability or retirement. This possibility of forfeiture shall lapse as follows: [vesting schedule appears here] If any shares of Restricted Stock are forfeited for any reason, I will surrender to the Company any certificates which I then hold evidencing such shares. I understand that I will not be entitled to any payment in respect of shares so forfeited. The Compensation and Organization Committee of the Board of Directors of the Company (the "Committee") reserves the right to decide to what extent leaves of absence for government or

military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment. 3. TRANSFERABILITY. Until the possibility of forfeiture lapses with respect to any share of Restricted Stock, that share shall be non-transferable. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any share of Restricted Stock prior to the date on which the possibility of forfeiture with respect to such share lapses. 4. LEGENDS, POSSESSION AND REORGANIZATION. I acknowledge that the certificates for the Restricted Stock will bear a legend referring to this Agreement and to the restrictions contained herein. I further understand that the Company may elect to retain those certificates in its possession as a means of enforcing these restrictions. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting the Company's Common Shares, the number and class of the Restricted Stock shall be equitably adjusted by the Committee so as to reflect that change. Any new certificates for Restricted Stock shall bear the legends referred to in this Section 4. No adjustment provided for in this Section 4 shall require the Company to sell or transfer a fractional

military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment. 3. TRANSFERABILITY. Until the possibility of forfeiture lapses with respect to any share of Restricted Stock, that share shall be non-transferable. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any share of Restricted Stock prior to the date on which the possibility of forfeiture with respect to such share lapses. 4. LEGENDS, POSSESSION AND REORGANIZATION. I acknowledge that the certificates for the Restricted Stock will bear a legend referring to this Agreement and to the restrictions contained herein. I further understand that the Company may elect to retain those certificates in its possession as a means of enforcing these restrictions. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting the Company's Common Shares, the number and class of the Restricted Stock shall be equitably adjusted by the Committee so as to reflect that change. Any new certificates for Restricted Stock shall bear the legends referred to in this Section 4. No adjustment provided for in this Section 4 shall require the Company to sell or transfer a fractional share. 5. DIVIDENDS AND VOTING. If I am the shareholder of record on any record date for the payment of a dividend on the Restricted Stock, I will be entitled to receive the dividend when paid, regardless of whether or not the restrictions imposed by Section 2 have lapsed. If I am the shareholder of record on any record date for the taking of a vote by the shareholders of the Company, I will be entitled to vote the Restricted Stock regardless of whether or not the restrictions imposed by Section 2 hereof have lapsed. 6. WITHHOLDINGS. I hereby authorize the Company to withhold from any amounts otherwise payable to me, or any of my successors in interest, such federal, state and local taxes as may be required by law in connection with the award to me of Restricted Stock or the lapse of the possibility of forfeiture thereof. I agree that if such amounts are insufficient, I will pay or make arrangements satisfactory to the Company for payment of such taxes. I understand that the Company may defer the issuance to me of a certificate evidencing shares of Restricted Stock, or the issuance of a new certificate evidencing the lapse of the restrictions thereon, until such payment or provision has been made. I hereby authorize the conversion to cash by the Company of a sufficient number of the shares of Restricted Stock to satisfy any such withholding tax obligations. 7. CONTINUED EMPLOYMENT. I acknowledge that this award of Restricted Stock does not in any way entitle me to continued employment with the Company for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company otherwise may have to terminate my employment. 8. COMPETITION BY EMPLOYEE. I expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after the vesting of the Restricted Stock enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Committee, is in competition with the 2

Company or a subsidiary, the amount of the total fair market value such vested Restricted Stock as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Committee in its sole discretion shall determine that such action by me is not inimical to the best interest of the Company or its subsidiaries. 9. CHANGE OF CONTROL. Notwithstanding anything in this Agreement to the contrary, effective upon a Change of Control of the Company (as defined below), the Restricted Stock shall vest and the forfeiture restrictions referred to in Paragraph 2 hereof shall lapse. For the purpose of this Agreement, a "Change of Control" shall mean: A. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the

Company or a subsidiary, the amount of the total fair market value such vested Restricted Stock as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Committee in its sole discretion shall determine that such action by me is not inimical to the best interest of the Company or its subsidiaries. 9. CHANGE OF CONTROL. Notwithstanding anything in this Agreement to the contrary, effective upon a Change of Control of the Company (as defined below), the Restricted Stock shall vest and the forfeiture restrictions referred to in Paragraph 2 hereof shall lapse. For the purpose of this Agreement, a "Change of Control" shall mean: A. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding common shares of the Company (the "Outstanding Common Shares") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or B. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or C. Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 75% of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the 3

Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding common shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or D. Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred as a result of any transaction or series of transactions which I, or any entity in which I am a partner, officer or more than 50% owner, initiate, if immediately following the transaction or series of transactions that would otherwise constitute a

Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding common shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or D. Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred as a result of any transaction or series of transactions which I, or any entity in which I am a partner, officer or more than 50% owner, initiate, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, I, either alone or together with other individuals who are executive officers of the Company immediately prior thereto, beneficially own, directly or indirectly, more than 10% of the then outstanding common shares of the Company or the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation. 10. MISCELLANEOUS. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, this Agreement shall control. This Agreement represents the entire understanding between the parties on the subject hereof and shall be governed in accordance with Ohio law. Very truly yours, By: ________________________________ Date: ___________________________ Mailing Address:

4

ACCEPTED: EATON CORPORATION By: __________________________________ Date: ___________________________ Title: ________________________________ By: ___________________________________ Date: ___________________________ Title: _________________________________ 5

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 12 Ratio of Earnings to Fixed Charges
Year ended December 31

ACCEPTED: EATON CORPORATION By: __________________________________ Date: ___________________________ Title: ________________________________ By: ___________________________________ Date: ___________________________ Title: _________________________________ 5

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 12 Ratio of Earnings to Fixed Charges
Year ended December 31 ------------------------------------2004 2003 2002 2001 2000 --------------------Income from continuing operations before income taxes Adjustments ----------Minority interests in consolidated subsidiaries Income of equity investees Interest expensed Amortization of debt issue costs Estimated portion of rent expense representing interest Amortization of capitalized interest Distributed income of equity investees Adjusted income from continuing operations before income taxes $ 781 $ 508 $ 399 $ 278 $ 552

7 0 88 1 38 17 3 ----$ 935 =====

12 (3) 93 2 38 13 0 ----$ 663 =====

14 (1) 110 2 34 13 0 ----$ 571 =====

8 0 149 1 38 13 0 ----$ 487 =====

8 (1) 182 1 39 10 1 ----$ 792 =====

Fixed charges ------------Interest expensed Interest capitalized Amortization of debt issue costs Estimated portion of rent representing interest Total fixed charges $ 88 7 1 $ 93 7 2 $ 110 8 2 34 ----$ 154 ===== 3.71 $ 149 12 1 38 ----$ 200 ===== 2.44 $ 182 22 1 39 ----$ 244 ===== 3.25

38 ----$ 134 ===== 6.98

38 ----$ 140 ===== 4.73

Ratio of earnings to fixed charges

Income from continuing operations before income taxes for years before 2002 includes amortization expense related to goodwill and other intangible assets. Upon adoption of Statement of Financial Accounting Standard No. 142 on January 1, 2002, Eaton ceased amortization of goodwill and indefinite life intangible assets.

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 12 Ratio of Earnings to Fixed Charges
Year ended December 31 ------------------------------------2004 2003 2002 2001 2000 --------------------Income from continuing operations before income taxes Adjustments ----------Minority interests in consolidated subsidiaries Income of equity investees Interest expensed Amortization of debt issue costs Estimated portion of rent expense representing interest Amortization of capitalized interest Distributed income of equity investees Adjusted income from continuing operations before income taxes $ 781 $ 508 $ 399 $ 278 $ 552

7 0 88 1 38 17 3 ----$ 935 =====

12 (3) 93 2 38 13 0 ----$ 663 =====

14 (1) 110 2 34 13 0 ----$ 571 =====

8 0 149 1 38 13 0 ----$ 487 =====

8 (1) 182 1 39 10 1 ----$ 792 =====

Fixed charges ------------Interest expensed Interest capitalized Amortization of debt issue costs Estimated portion of rent representing interest Total fixed charges $ 88 7 1 $ 93 7 2 $ 110 8 2 34 ----$ 154 ===== 3.71 $ 149 12 1 38 ----$ 200 ===== 2.44 $ 182 22 1 39 ----$ 244 ===== 3.25

38 ----$ 134 ===== 6.98

38 ----$ 140 ===== 4.73

Ratio of earnings to fixed charges

Income from continuing operations before income taxes for years before 2002 includes amortization expense related to goodwill and other intangible assets. Upon adoption of Statement of Financial Accounting Standard No. 142 on January 1, 2002, Eaton ceased amortization of goodwill and indefinite life intangible assets.

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 21 Subsidiaries of Eaton Corporation Eaton is publicly held and has no parent corporation. Eaton's subsidiaries as of December 31, 2004 and the state or country in which each was organized are as follows:
Consolidated subsidiaries (A) ----------------------------Eaton MDH Co. Inc. Aeroquip International Inc. Eaton Administration Corporation Eaton Aerospace LLC Eaton Asia Investments Corporation Eaton Electrical de Puerto Rico Inc. Eaton Electrical Inc. Eaton Hydraulics Inc. Eaton International Corporation Eaton MDH Limited Partnership Where Organized --------------California Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 21 Subsidiaries of Eaton Corporation Eaton is publicly held and has no parent corporation. Eaton's subsidiaries as of December 31, 2004 and the state or country in which each was organized are as follows:
Consolidated subsidiaries (A) ----------------------------Eaton MDH Co. Inc. Aeroquip International Inc. Eaton Administration Corporation Eaton Aerospace LLC Eaton Asia Investments Corporation Eaton Electrical de Puerto Rico Inc. Eaton Electrical Inc. Eaton Hydraulics Inc. Eaton International Corporation Eaton MDH Limited Partnership Eaton Power Quality Corporation Eaton Power Quality Group Inc. Eaton USEV Holding Company ERC Corporation ERC II Corporation Intelligent Switchgear Organization LLC Modern Molded Products, Inc. U.S. Engine Valve Vickers International Inc. CAPCO Automotive Products Corporation Eaton Aeroquip Inc. Eaton Ann Arbor, Inc. Eaton Inoac Company Integrated Partial Discharge Diagnostics, Inc. Aeroquip-Vickers, Inc. Eaton Electrical IDT Inc. Eaton Leasing Corporation Eaton Power Quality S.A. Eaton Electric Systems Pty. Ltd. Eaton Finance Pty. Ltd. Eaton Finance G.P. Eaton Industries Pty. Ltd. Eaton Power Quality Pty. Ltd. Eaton Pty. Ltd. Vickers Systems Pty. Ltd. Eaton Holding G.m.b.H. Aeroquip Ltd. Aeroquip-Vickers Assurance Ltd. Eaton Holding Limited Eaton Services Limited Eaton Electric N.V. Saturn Insurance Company Ltd. Aeroquip do Brasil S.A. Eaton Ltda. Powerware Sistemas de Energia Ltda. Saturnia Sistemas de Energia Ltda. Aeroquip-Vickers Canada Inc. Where Organized --------------California Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Michigan Michigan Michigan Michigan Minnesota Ohio Ohio Ohio Argentina Australia Australia Australia Australia Australia Australia Australia Austria Barbados Barbados Barbados Barbados Belgium Bermuda Islands Brazil Brazil Brazil Brazil Canada

Eaton ETN Offshore Ltd. Eaton Power Quality Limited Eaton Yale Ltd. Cutler-Hammer Company Cutler-Hammer Industries Ltd. Eaton Holding III Limited Georgetown Financial Services Ltd. Eaton China Investments Co., Ltd. Eaton Electrical (Suzhou) Co., Ltd. Eaton Fast Gear (Xi'an) Co., Ltd. Eaton Fluid Power (Jining) Co. Ltd. Eaton Fluid Power (Shanghai) Co. Ltd. Eaton Hydraulics Systems (Jining) Co. Ltd. Eaton Senstar Automotive Fluid Connectors (Shanghai)Co.

Canada Canada Canada Cayman Cayman Cayman Cayman China China China China China China China

Islands Islands Islands Islands

Eaton ETN Offshore Ltd. Eaton Power Quality Limited Eaton Yale Ltd. Cutler-Hammer Company Cutler-Hammer Industries Ltd. Eaton Holding III Limited Georgetown Financial Services Ltd. Eaton China Investments Co., Ltd. Eaton Electrical (Suzhou) Co., Ltd. Eaton Fast Gear (Xi'an) Co., Ltd. Eaton Fluid Power (Jining) Co. Ltd. Eaton Fluid Power (Shanghai) Co. Ltd. Eaton Hydraulics Systems (Jining) Co. Ltd. Eaton Senstar Automotive Fluid Connectors (Shanghai)Co. Eaton Truck & Bus Components Company (Shanghai) Co. Ltd. Hangzhou Swichtec Co. Ltd. Eaton Power Quality (Shanghai) Company Ltd. Shanghai Eaton Engine Components Company, Ltd. Eaton Electrical S.A. Eaton Industries s.r.o. Eaton Holec, AS Eaton Holec, OY Eaton Power Quality Oy Eaton Power Quality S.A. Eaton Power Solutions SAS Eaton S.A. Eaton Technologies S.A. Eaton Automotive G.m.b.H. Eaton Holding Investments G.m.b.H. & Co. KG Eaton G.m.b.H. & Co. K.G. Eaton Fluid Power G.m.b.H. Eaton Holding G.m.b.H. Eaton Power Quality G.m.b.H. Eaton Fluid Connectors G.m.b.H. Eaton Electric & Engineering Services, Limited Eaton Power Quality Limited Vickers Systems Limited Eaton Industries Private Ltd. Eaton Power Quality Private Limited Vickers Systems International Ltd. Eaton Automotive Ltd. Eaton Srl Eaton Fluid Power Srl Eaton Power Quality S.p.A. Eaton Fluid Power Limited Eaton Japan Co., Ltd. Eaton Holding S.a r.l. Eaton Holding II S.a.r.l. Eaton Electric Switchgear Sdn. Bhd. Eaton Electrical Manufacturing Holdings Sdn. Bhd. Eaton Power Systems Sdn. Bhd. Aeroquip de Mexico S.A. de C.V. Aeroquip Servicios S.A. de C.V. Controladora Aeroquip-Vickers de Mexico S.A. de C.V. Eaton Electrical Mexicana, S.A. Eaton Controls, S. de R.L. de C.V. Eaton Finance, S. de R.L. de C.V. Eaton Industries S. de R.L. de C.V. Eaton Molded Products S. de R.L. de C.V. Eaton Power Solutions, S. de R.L. de C.V.

Canada Canada Canada Cayman Islands Cayman Islands Cayman Islands Cayman Islands China China China China China China China China China China China Costa Rica Czech Republic Denmark Finland Finland France France France France Germany Germany Germany Germany Germany Germany Germany Hong Kong Hong Kong Hong Kong India India India Ireland Italy Italy Italy Japan Japan Luxembourg Luxembourg Malaysia Malaysia Malaysia Mexico Mexico Mexico Mexico Mexico Mexico Mexico Mexico Mexico

Eaton Truck Components, S. de R.L. de C.V. Operaciones de Maquila de Juarez S. de R.L. de C.V. Eaton s.a.m Eaton Automotive B.V. Eaton B.V. Eaton C.V. Eaton Electric N.V. Eaton Finance B.V. Eaton Holding B.V. Eaton Holding I B.V.

Mexico Mexico Monaco Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands

Eaton Truck Components, S. de R.L. de C.V. Operaciones de Maquila de Juarez S. de R.L. de C.V. Eaton s.a.m Eaton Automotive B.V. Eaton B.V. Eaton C.V. Eaton Electric N.V. Eaton Finance B.V. Eaton Holding B.V. Eaton Holding I B.V. Eaton Holding II B.V. Eaton Holding International I B.V. Eaton International B.V. Holec Holland International B.V. Hydrowa B.V. Eaton Finance N.V. Eaton Power Quality Ltd. Vickers Systems Limited Aeroquip-Vickers International Inc. Eaton Automotive Components Spolka z o.o. Eaton Automotive Spolka z o.o. Eaton Automotive Systems Spolka z o.o. Eaton Truck Components Spolka z o.o. Nocadoli-SGPS Lda. Aeroquip Singapore Pte. Limited Vickers Systems Asia Pacific Pte. Ltd. Aeroquip (South Africa) Pty. Ltd. Eaton Truck Components (Pty.) Limited Eaton Automotive Controls Limited Eaton Limited Aeroquip Iberica S.A. Eaton S.L Productos Eaton Livia S.A. Eaton Holec, AB Eaton Power Quality AB Eaton Global Sourcing G.m.b.H. Eaton Industries G.m.b.H. Eaton Electrical SA Modern Molded Products Limited Rubberon Technology Corporation Limited Eaton Electric Limited Eaton Electric Overseas Holding, Limited Eaton Holding Limited Eaton Limited Eaton Power Quality Ltd. Eaton Power Solutions Ltd. Ultronics Limited Eaton Electrical, S.A.

Mexico Mexico Monaco Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Antilles New Zealand New Zealand Panama Poland Poland Poland Poland Portugal (Madeira) Singapore Singapore South Africa South Africa South Korea South Korea Spain Spain Spain Sweden Sweden Switzerland Switzerland Switzerland Taiwan Thailand United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Venezuela

(A) Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material.

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements and related Prospectuses of our reports dated February 11, 2005, with respect to the consolidated financial statements of Eaton Corporation, Eaton Corporation management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Eaton Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2004:
Registration Number ------------

Description -----------

Filing Date -----------

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements and related Prospectuses of our reports dated February 11, 2005, with respect to the consolidated financial statements of Eaton Corporation, Eaton Corporation management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Eaton Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2004:
Registration Number -----------333-116974

Description ----------Eaton Corporation Deferred Incentive Compensation Plan - Form S-8 Registration Statement 750,000 Shares Eaton Corporation 2004 Stock Plan - Form S-8 Registration Statement - 7,000,000 Shares Eaton Corporation - Form S-3 Registration Statement - $250,000,000 of Debt Securities, Debt Warrants, Preferred Shares and Common Shares Eaton Corporation - Form S-3 Registration Statement - $47,850,000 of Common Shares 1996 Non-Employee Director Fee Deferral Plan Form S-8 Registration Statement Eaton Savings Plan - Form S-8 Registration Statement - 5,000,000 Shares Eaton Corporation Incentive Compensation Deferral Plan - Form S-8 Registration Statement Cutler-Hammer de Puerto Rico Inc. Retirement Savings Plan - Form S-8 Registration Statement Eaton Corporation 2002 Stock Plan - Form S-8 Registration Statement Eaton Corporation 401(k) Savings Plan - Form S-8 Registration Statement - 500,000 Shares Deferred Incentive Compensation Plan - Form S-8 Registration Statement - 375,000 Shares Eaton Corporation Executive Strategic Incentive Plan - Form S-8 Registration Statement Eaton Corporation 401(k) Savings Plan -

Filing Date -----------

June 29, 2004

333-116970

June 29, 2004

333-106764

July 2, 2003

333-105786

June 3, 2003

333-104366

April 8, 2003

333-104367

April 8, 2003

333-97365

July 30, 2002

333-97373

July 30, 2002

333-97371

July 30, 2002

333-43876

August 16, 2000

333-35946

May 1, 2000

333-86389

Sept. 2, 1999

333-77245

Form S-8 Registration Statement 333-77243 Eaton Corporation Share Purchase and Investment Plan - Form S-8 Registration Statement Eaton Corporation $1,400,000,000 of Debt Securities, Debt Warrants, Common Shares and Preferred Shares - Form S-3 Registration Statement (Including Post-Effective Amendment No. 1 filed on April 23, 1999 and Amendment No. 2 filed on May 11, 1999) Eaton Corporation 1998 Stock Plan Form S-8 Registration Statement

April 28, 1999

April 28, 1999

333-74355

March 12, 1999

333-62375

August 27, 1998

Form S-8 Registration Statement 333-77243 Eaton Corporation Share Purchase and Investment Plan - Form S-8 Registration Statement Eaton Corporation $1,400,000,000 of Debt Securities, Debt Warrants, Common Shares and Preferred Shares - Form S-3 Registration Statement (Including Post-Effective Amendment No. 1 filed on April 23, 1999 and Amendment No. 2 filed on May 11, 1999) Eaton Corporation 1998 Stock Plan Form S-8 Registration Statement Eaton Holding Limited U.K. Savings - Related Share Option Scheme [1998] - Form S-8 Registration Statement Cutler-Hammer de Puerto Rico Company Retirement Savings Plan - Form S-8 Registration Statement Eaton 401(k) Savings Plan and Trust Form S-8 Registration Statement Eaton Corporation Shareholder Dividend Reinvestment Plan - Form S-3 Registration Statement Eaton Non-Employee Director Fee Deferral Plan Form S-8 Registration Statement Eaton Incentive Compensation Deferral Plan Form S-8 Registration Statement Eaton Corporation Share Purchase and Investment Plan - Form S-8 Registration Statement Eaton Corporation Incentive Compensation Deferral Plan - Form S-3 Registration Statement Eaton Corporation $120,837,500 of Debt Securities and Debt Warrants - Form S-3 Registration Statement Eaton 1995 Stock Plan - Form S-8 Registration Statement Eaton Corporation $600,000,000 of Debt Securities, Debt Warrants, Common Shares and Preferred Shares - Form S-3 Registration Statement Eaton Corporation Stock Option Plans - Form S-8 Registration Statement

April 28, 1999

April 28, 1999

333-74355

March 12, 1999

333-62375

August 27, 1998

333-62373

August 27, 1998

333-35697

Sept. 16, 1997

333-28869

June 10, 1997

333-25693

April 23, 1997

333-23539

March 18, 1997

333-22597

March 13, 1997

333-03599

May 13, 1996

333-01365

March 1, 1996

33-64201

Nov. 14, 1995

33-60907

July 7, 1995

33-52333

Feb. 18, 1994

33-49393& 33-12842

March 9, 1993

/s/ Ernst & Young LLP --------------------Cleveland, Ohio

March 10, 2005

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 24 Power of Attorney KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed below has made,

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 24 Power of Attorney KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint, Richard H. Fearon, Billie K. Rawot or William J. Nowak his or her true and lawful attorney, for him or her and in his or her name, place and stead to subscribe, as attorney-in-fact, his or her signature as Director or Officer or both, as the case may be, of Eaton Corporation, an Ohio corporation, to its Annual Report on Form 10-K for the year ended December 31, 2004 pursuant to the Securities Exchange Act of 1934, and to any and all amendments to that Annual Report, hereby giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not apply to any Annual Report on Form 10-K or amendment thereto filed after December 31, 2005. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio this 23rd day of February 2005.
/s/ Alexander M. Cutler ------------------------------------Alexander M. Cutler, Chairman and Chief Executive Officer; President; Principal Executive Officer; Director /s/ Richard H. Fearon ---------------------------------------Richard H. Fearon, Executive Vice President--Chief Financial and Planning Officer; Principal Financial Officer

/s/ Billie K. Rawot ------------------------------------Billie K. Rawot, Vice President and Controller; Principal Accounting Officer

/s/ Michael J. Critelli ---------------------------------------Michael J. Critelli, Director

/s/ Ernie Green ------------------------------------Ernie Green, Director

/s/ Ned C. Lautenbach ---------------------------------------Ned C. Lautenbach, Director

/s/ Deborah L. McCoy ------------------------------------Deborah L. McCoy, Director

/s/ John R. Miller ---------------------------------------John R. Miller, Director

/s/ Gregory R. Page ------------------------------------Gregory R. Page, Director

/s/ Kiran M. Patel ---------------------------------------Kiran M. Patel, Director

/s/ Victor A. Pelson -------------------------------------

/s/ Gary L. Tooker ----------------------------------------

Victor A. Pelson, Director

Gary L. Tooker, Director

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 31.1 Certification

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 31.1 Certification I, Alexander M. Cutler, certify that: 1. I have reviewed this annual report on Form 10-K of Eaton Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 10, 2005 /s/ Alexander M. Cutler ---------------------------------------Alexander M. Cutler

Chairman and Chief Executive Officer

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 10, 2005 /s/ Alexander M. Cutler ---------------------------------------Alexander M. Cutler

Chairman and Chief Executive Officer

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 31.2 Certification I, Richard H. Fearon, certify that: 1. I have reviewed this annual report on Form 10-K of Eaton Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 31.2 Certification I, Richard H. Fearon, certify that: 1. I have reviewed this annual report on Form 10-K of Eaton Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 10, 2005 /s/ Richard H. Fearon ---------------------------------------Richard H. Fearon Executive Vice President -

Chief Financial and Planning Officer

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 10, 2005 /s/ Richard H. Fearon ---------------------------------------Richard H. Fearon Executive Vice President -

Chief Financial and Planning Officer

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 32.1 Certification This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 ("10-K Report"). I hereby certify that, based on my knowledge, the 10-K Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation and its consolidated subsidiaries.
Date: March 10, 2005 /s/ Alexander M. Cutler ---------------------------------------Alexander M. Cutler

Chairman and Chief Executive Officer

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 32.2 Certification This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 ("10-K Report"). I hereby certify that, based on my knowledge, the 10-K Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation and its consolidated subsidiaries.
Date: March 10, 2005 /s/ Richard H. Fearon ---------------------------------------Richard H. Fearon Executive Vice President -

Chief Financial and Planning Officer

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 32.1 Certification This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 ("10-K Report"). I hereby certify that, based on my knowledge, the 10-K Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation and its consolidated subsidiaries.
Date: March 10, 2005 /s/ Alexander M. Cutler ---------------------------------------Alexander M. Cutler

Chairman and Chief Executive Officer

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 32.2 Certification This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 ("10-K Report"). I hereby certify that, based on my knowledge, the 10-K Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation and its consolidated subsidiaries.
Date: March 10, 2005 /s/ Richard H. Fearon ---------------------------------------Richard H. Fearon Executive Vice President -

Chief Financial and Planning Officer

Eaton Corporation 2004 Annual Report on Form 10-K Item 15(c) Exhibit 32.2 Certification This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 ("10-K Report"). I hereby certify that, based on my knowledge, the 10-K Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation and its consolidated subsidiaries.
Date: March 10, 2005 /s/ Richard H. Fearon ---------------------------------------Richard H. Fearon Executive Vice President -

Chief Financial and Planning Officer