Date

May 20, 2008

Eaton Completes $750 Million Public Debt Offering

CLEVELAND … Diversified industrial manufacturer Eaton Corporation (NYSE:ETN) today announced the completion of a senior notes offering consisting of $300 million of 4.90 percent notes due 2013 and $450 million of 5.60 percent notes due 2018. Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated were joint book-running managers for the offering. The notes offering was made pursuant to the company's effective shelf registration statement.

The proceeds of the public debt offering will be used to repay commercial paper issued under the backstop capacity provided by the bridge revolving credit facility entered into on January 25. This bridge facility was entered into to fund the acquisitions of The Moeller Group and Phoenixtec Power Company Ltd. The offering of these notes completes the permanent refinancing of this facility.

“We are pleased to conclude the permanent financing plan for the Moeller and Phoenixtec acquisitions,” said Richard H. Fearon, Eaton executive vice president - chief financial and planning officer. “This debt offering, along with our recent $1.5 billion equity issuance and the increase of our long-term credit facilities to $1.7 billion, places our capitalization ratios near our target levels. With our refinanced balance sheet, additional liquidity and strong cash flow, we believe we are well positioned to continue to execute our growth strategy while maintaining our credit profile as an ‘A’ long-term credit.”

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 credit profile, growth strategy, cash flow and liquidity. 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 described in our 2007 Form 10-K under the heading “Risk Factors”. We do not assume any obligation to update these forward-looking statements.

# # #

Kelly Jasko
(216) 523-5304