Date

April 21, 2008

Eaton Announces Proposed Public Offering Of Common Shares

CLEVELAND … Diversified industrial manufacturer Eaton Corporation (NYSE:ETN) today announced the proposed public offering of 17,500,000 of its common shares. The proceeds are expected to be used to repay borrowings made under the company’s revolving credit facility, entered into on January 25, 2008, or to repay commercial paper issued under the backstop provided by the facility. The borrowings were incurred to fund the acquisitions of Moeller and Phoenixtec.

The offering will be made pursuant to the company’s effective shelf registration statement. The company has also granted the underwriters an option to purchase an additional 1,750,000 common shares to cover over-allotments.

Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are joint book-running managers for the offering. Copies of the preliminary prospectus supplement relating to the offering may be obtained from:

Citi: Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, (718) 765-6732. Morgan Stanley: 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department or by email at prospectus@morganstanley.com. JPMorgan Securities Inc.: National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, (718) 242-8002.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, Eaton common shares or any other securities, nor shall there be any sale of securities mentioned in this press release in any state where such an offer, solicitation or sale would be unlawful prior to registration or qualification under the state’s securities laws.

Eaton Corporation is a diversified industrial manufacturer with 2007 sales of $13.0 billion. Eaton is a global leader in electrical systems and components for power quality, distribution and control; hydraulics components, systems and services for industrial and mobile equipment; hydraulics, fuel and pneumatic systems for commercial and military aircraft; intelligent truck drivetrain systems for safety and fuel economy; and automotive engine air management systems, powertrain solutions and specialty controls for performance, fuel economy and safety. Eaton has 79,000 employees and sells products to customers in more than 150 countries.

This news release contains forward-looking statements concerning our common shares offering. These statements should be used with caution. They are subject to various risks and uncertainties, many of which are outside of our control. Various factors could cause actual results to differ materially from those in the forward-looking statements, including those set forth in our Form 10-K for the year ending December 31, 2007. We do not assume any obligation to update these forward-looking statements.

 
   
Kelly Jasko
(216) 523-5304 (Media Relations)