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                                                                  EXHIBIT 10 (G)

                                EATON CORPORATION
                         2007 ANNUAL REPORT ON FORM 10-K
                                   ITEM 15 (B)

                    EATON CORPORATION EXCESS BENEFITS PLAN II

     The Eaton Corporation Excess Benefits Plan II, an unfunded, nonqualified
deferred compensation plan adopted December 8, 2004, is set forth below, as
amended and restated effective January 1, 2008 and such other dates as may be
provided herein.

     1. Purpose. The purpose of the Excess Benefits Plan is to provide benefits
in excess of the limitations under Section 415 of the Code for employees who
participate as salaried participants under a Pension Plan sponsored by the
Corporation or one of its operating subsidiaries.

     2. Definitions. The following definitions are used throughout the Plan.

     (a) "Benefits Committee" means the Pension Administration Committee
comprised of corporate officers.

     (b) "Board of Directors" means the Board of Directors of the Corporation.

     (c) "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time.

     (d) "Committee" means the Compensation and Organization Committee of the
Board of Directors.

     (e) "Corporation" means Eaton Corporation, an Ohio corporation.

     (f) "Participant" means a participant in the Pension Plan who is eligible
to receive benefits under the Plan. The term "Participant" shall include the
beneficiary of a deceased Participant.

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     (g) "Pension Plan" means the Pension Plan for Eaton Corporation Employees
sponsored by the Corporation, which is a defined benefit plan intended to
qualify under Section 401(a) of the Code, and each other defined benefit plan
sponsored by a subsidiary of the Corporation that is intended to qualify under
section 401(a) of the Code.

     (h) "Plan" or "Excess Benefits Plan II" means the Eaton Corporation Excess
Benefits Plan II as amended from time to time.

     3. Eligibility. A Participant who is eligible to receive a benefit under
the Pension Plan shall also be eligible to receive a benefit in an amount
determined under Section 4.

     4. Excess Benefits. A Participant who is eligible to receive a benefit
under the Pension Plan shall be entitled to receive a benefit under the Plan in
an amount equal to the difference between (i) and (ii), where:

          (i) equals the aggregate amount of monthly income payable to the
     Participant under the Pension Plan on the normal benefit commencement date
     specified in the Pension Plan as determined under the normal retirement
     benefit formula of the Pension Plan before applying any provision reducing
     pension benefits because of the provisions of the Code limiting the maximum
     amount of an employee's compensation which may be taken into account for
     purposes of calculating benefits under the Pension Plan and before applying
     the maximum benefit limitations under Section 415 of the Code; and

          (ii) equals the aggregate amount of monthly income determined in
     paragraph (i) after applying the maximum benefit limitations of Section 415
     of the Code.

     Notwithstanding the foregoing, a Participant's benefit under the Plan shall
be reduced by the present value of the amount to which the Participant would
have been entitled under the Eaton Corporation Excess Benefits Plan ("Plan I")
if the Participant had voluntarily terminated services without cause on December
31, 2004, and received a payment of the benefits in the form with the


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maximum value available from Plan I on the earliest possible date allowed under
Plan I to receive a payment of benefits following a termination of services
(such amount being hereinafter referred to as the "Grandfathered Amount").
Notwithstanding the foregoing, the Grandfathered Amount may increase to equal
the present value of the benefit the Participant actually becomes entitled to,
in the form and at the time actually paid, determined under the terms of Plan I
(including applicable limits under the Code), as in effect on October 3, 2004,
without regard to any further services rendered by the Participant after
December 31, 2004, or any other events affecting the amount of or the
entitlement to benefits (other than a participant election with respect to the
time or form of an available benefit). For purposes of calculating the present
value of a benefit under this paragraph, reasonable actuarial assumptions and
methods must be used.

     5. Vesting. Subject to the rights of general creditors as set forth in
Section 8 and the right of the Corporation to discontinue the Plan as provided
in Section 10(c), a Participant shall have a vested and nonforfeitable interest
in the benefit payable under Section 4 to the same extent and in the same manner
as the Participant's benefit is vested under the Pension Plan.

     6. Benefit Payment Date. The amount of the benefit payable to a Participant
under Section 4 shall be calculated as of his "calculation date" which is the
first day of the month next following (i) the date of his separation from
service (within the meaning of Section 409A of the Code, meaning that a
Participant whose level of bona fide services is permanently decreased to no
more than twenty (20) percent of the average level of bona fide services
performed over the preceding 36-month period shall incur a separation from
service for purposes of the Plan) or (ii) if later in the case of a Participant
who was accruing a benefit under Appendix A or Appendix B of the Pension Plan on
January 1, 2003, the date he attains age 55. Such amount shall be credited with
interest based on the "applicable interest rate" determined under Section 417(e)
of the Code (in the manner used under the Pension Plan) until his benefit
payment date determined under this Section


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6. A Participant's benefit shall be paid on or about the first day of the third
month next following (i) the date of his separation from service (within the
meaning of Section 409A of the Code, as further described above) or (ii) if
later in the case of a Participant who was accruing a benefit under Appendix A
or Appendix B of the Pension Plan on January 1, 2003, the date he attains age
55. Notwithstanding the foregoing, in the case of a Participant who is
determined by the Corporation to be a "specified employee" within the meaning of
Section 409A of the Code and applicable Treasury regulations, payment shall not
in any event be made until the first business day of the month which is six (6)
months after the date of his separation from service hereunder (or, if earlier,
the date of death of the Participant). If the Participant receives payment of
the benefit hereunder before the normal benefit commencement date under the
Pension Plan, the benefit payable under Section 4 shall also be reduced by
applying the same factors that would be applied for such purpose under the
Pension Plan. In the event a Participant becomes entitled to an additional
benefit under the Plan after his calculation date (by reason of the additional
accrual of benefits under the Pension Plan while on long term disability, for
example), the amount of any such additional benefit shall be calculated as of
December 31 of each calendar year beginning with the year following the year in
which his initial calculation date falls and shall be paid to him within the
ninety (90) day period following.

     7. Form of Benefit.

     (a) The benefit payable under Section 4 shall be paid to the Participant in
a single sum payment. The benefit payable under Section 4 shall be actuarially
adjusted by using the same actuarial factors as are applied under the Pension
Plan for converting the normal form of benefit to an actuarially equivalent
optional benefit.

     (b) If the Participant has a vested interest under the Plan and dies prior
to commencement of any benefit under the Plan, the Company will pay a benefit to
the Participant's


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surviving spouse in the form of a single sum within ninety (90) days following
the Participant's date of death. This benefit shall be calculated in the same
manner provided under the Pension Plan. Notwithstanding the foregoing, a
Participant may designate 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 being determined in the same manner as
provided under the Pension Plan and payable in a lump sum form of payment only.

     8. Funding of Benefits.

     (a) The Plan shall be unfunded. All benefits payable under the Plan shall
be paid from the Corporation's general assets, and nothing contained in the Plan
shall require the Corporation to set aside or hold in trust any funds for the
benefit of a Participant, who shall have the status of a general unsecured
creditor with respect to the Corporation's obligation to make payments under the
Plan. Any funds of the Corporation available to pay benefits under the Plan
shall be subject to the claims of general creditors of the Corporation and may
be used for any purpose by the Corporation.

     (b) Notwithstanding the provisions of subsection (a), the Corporation may,
at the direction, and in the absolute discretion, of the Benefits Committee,
transfer to the trustee of one or more irrevocable domestic trusts established
in the United States for the benefit of one or more Participants assets from
which all or a portion of the benefits provided under the Plan will be
satisfied, provided that such assets held in trust shall at all times be subject
to the claims of general unsecured creditors of the Corporation and no
Participant shall at any time have a prior claim to such assets.

     9. Administration of the Plan. The Benefits Committee shall administer the
Plan and shall keep a written record of this action and proceedings regarding
the Plan and all dates, records and documents relating to its administration of
the Plan. The Benefits Committee is authorized to


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interpret the Plan, to make, amend and rescind such rules as it deems necessary
for the proper administration of the Plan, to make all other determinations
necessary or advisable for the administration of the Plan and to correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent that the Benefits Committee deems desirable to carry
the Plan into effect. The powers and duties of the Benefits Committee shall
include, without limitation, the following:

     (a) Determining the amount of benefits payable to Participants and
authorizing and directing the Corporation with respect to the payment of
benefits under the Plan;

     (b) Construing and interpreting the Plan whenever necessary to carry out
its intention and purpose and making and publishing such rules for the
regulation of the Plan as are not inconsistent with the terms of the Plan; and

     (c) Compiling and maintaining all records it determines to be necessary,
appropriate or convenient in connection with the administration of the Plan.

     No member of the Benefits Committee shall vote on any matter relating
specifically to such member. In the event that a majority of the members of the
Benefits Committee will be specifically affected by any action proposed to be
taken (as opposed to being affected in the same manner as each other Participant
in the Plan), such action shall be taken by the Compensation Committee.

     10. Miscellaneous.

     (a) Nothing in the Plan shall confer upon a Participant the right to
continue in the employ of the Corporation or an affiliate of the Corporation or
shall limit or restrict the right of the Corporation or any affiliate to
terminate the employment of a Participant at any time or without cause.


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     (b) Neither the Corporation nor any Participant hereunder shall assign,
transfer or delegate this Plan or any rights or obligations hereunder except as
expressly provided herein. Without limiting the generality of the foregoing, no
right or interest under this Plan of a Participant shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale,
pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of any such Participant.

     (c) The Plan may be amended at any time by the Benefits Committee provided
such amendment does not have the effect of increasing, directly or indirectly,
the benefit of any Participant. The Plan may also be amended or terminated by
the Board of Directors at any time, and any amendment adopted by the Board of
Directors shall supersede any prior or later amendment adopted by the Benefits
Committee that is inconsistent with the action of the Board of Directors.
Subject to the provisions of Section 10(d) and Section 10(e), no amendment shall
have the effect of decreasing or impairing a Participant's accrued benefit. No
amendment may amend or modify the preceding sentence.

     (d) 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 Corporation to reflect or 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.

     (e) The Board of Directors shall have the authority, in its sole
discretion, to terminate the Plan and pay each Participant's entire benefit to
the Participant or, if applicable, his Beneficiary, pursuant to an irrevocable
action taken by the Board of Directors within the thirty


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(30) days preceding or the 12 months following a change in control of the
Corporation (within the meaning of Section 409A of the Code), provided that this
Section 10(e) will only apply to a payment under the Plan if all agreements,
methods, programs, and other arrangements sponsored by the service recipient
immediately after the time of the change in control event with respect to which
deferrals of compensation are treated as having been deferred under a single
plan within the meaning of Treasury Regulation Section 1.409A-1(c) (2) are
terminated and liquidated with respect to each Participant that experienced the
change in control event, so that under the terms of the termination and
liquidation all such Participants are required to receive all amounts of
compensation deferred under the terminated agreements, methods, programs, and
other arrangements within 12 months of the date the service recipient
irrevocably takes all necessary action to terminate and liquidate the
agreements, methods, programs and other arrangements. Solely for purposes of
this Section 10(e), where the change in control event results from an asset
purchase transaction, the applicable service recipient with the discretion to
liquidate and terminate the agreements, methods, programs, and other
arrangements is the service recipient that is primarily liable immediately after
the transaction for the payment of the deferred compensation.

     (f) The Plan is intended to be an "excess benefit plan" as defined in
Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and exempt from the provisions of Title I of ERISA pursuant to ERISA
Section 4(b)(5). In the event the Plan does not qualify for the exemption under
ERISA Section 4(b)(5) and it is also determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not
exempt from the provisions of Sections 201, 301 and 401 of ERISA as a plan that
provides benefits for "management or highly compensated" employees within the
meaning of such Sections, the Plan shall terminate, and


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except for accrued benefits and benefits in pay status, no further benefits
shall accrue or be paid hereunder.

     (g) If any provision in the Plan is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions
shall nevertheless continue to full force and effect without being impaired or
invalidated in any way.

     (h) The Plan shall be construed and governed in all respects in accordance
with applicable federal law and, to the extent not preempted by such federal
law, in accordance with the law of the State of Ohio.

                              APPROVAL AND ADOPTION

The Eaton Corporation Excess Benefits Plan II, as amended and restated in the
form attached hereto, is hereby approved and adopted.


-------------------------------------   Date: October 27, 2007
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