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(EATON LOGO)

                                                                  EXHIBIT 10 (L)

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

                                     [date]

                                EATON CORPORATION
                                  EATON CENTER
                              1111 SUPERIOR AVENUE
                              CLEVELAND, OHIO 44114

   AWARD OF RESTRICTED SHARE UNITS UNDER THE EATON CORPORATION 2004 STOCK PLAN

The Compensation and Organization Committee (the "Committee") of the Board of
Directors of Eaton Corporation (the "Company") has awarded you a number of
restricted share units effective as of [date] (the "Effective Date") under the
terms and conditions of the Company's 2004 Stock Plan (the "Plan"). Information
concerning the number of restricted share units awarded to you (the "Award") is
available online through the Eaton Service Center at Fidelity which may be
accessed through the Company's website. You are required to accept the Award
online at the Eaton Service Center at Fidelity. By so accepting the Award you
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 SHARE UNITS. I acknowledge that, as of the Effective
Date, the restricted share units referred to above (the "Restricted Units") have
been awarded to me, contingent on the continuation of my service with the
Company as provided herein. Each Restricted Unit is equivalent in value to the
market value of one (1) Common Share of the Company. The Restricted Units shall
be forfeited and immediately cancelled 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 only if I have been
continuously employed by the Company or one of its affiliates to such dates as
follows:

     -    two years after the Effective Date with respect to 100% of the
          Restricted Shares,

     -    three years after the Effective Date with respect to an additional 30%
          of the Restricted Shares, and

     -    four years after the Effective Date with respect to an additional 40%
          of the Restricted Shares.

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     Upon the lapse of the possibility of forfeiture with respect to any of the
     Restricted Units, I will be paid by the Company an amount in cash equal to
     the closing market price of an equivalent number of Common Shares of the
     Company on the date of such lapse.

If any Restricted Units are forfeited for any reason, I understand that I will
not be entitled to any payment in respect of any Restricted Units so forfeited.

The Management Compensation Committee of the Company (the "Management
Committee") reserves the right to decide to what extent my 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. NON-TRANSFERABILITY. The Restricted Units shall be
non-transferable. I agree not to make, or attempt to make, any sale, assignment,
transfer or pledge of any Restricted Units.

          4. REORGANIZATIONS, ETC. 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 of Restricted Units shall be equitably
adjusted by the Management Committee so as to reflect that change.

          5. DIVIDEND EQUIVALENTS AND VOTING RIGHTS. I acknowledge that there
are no voting rights associated with the Restricted Units such as those
available to holders of Common Shares of the Company. Until my employment with
the Company and its affiliates terminates for any reason, or until such time as
the possibility of forfeiture lapses pursuant to Paragraph 2 above, whichever
occurs first, the Company will pay me a cash amount equal to the number of
Restricted Units subject to restriction times the per share quarterly dividend
payments made to common shareholders of the Company, with such payments to be
made reasonably promptly after the payment of each such quarterly dividend.

          6. TAX 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, local or foreign taxes as may be required by law in connection
with the award to me of Restricted Units 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.

          7. NO RIGHTS TO CONTINUED EMPLOYMENT. I acknowledge that this award of
Restricted Units 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 Units 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 Company or a
subsidiary, the amount of the total fair market value of such vested Restricted
Units 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 Management Committee
in its sole discretion shall determine that such action by me is not inimical to
the best interests of the Company or its subsidiaries.


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          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 Units 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 55% 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 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


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                    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 Management Committee shall have the right at any time in its sole discretion
to amend, alter, suspend, discontinue or terminate any Restricted Units without
my consent. Also, the Restricted Units shall be null and void to the extent the
grant of Restricted Units or the lapse of restrictions thereon is prohibited
under the laws of the country of my residence. The Management Committee may, in
circumstances determined in its sole discretion, provide for the lapse of the
above restrictions at earlier dates. 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 us on the subject hereof and shall be governed
in accordance with Ohio law, without giving effect to conflict of law
principles.


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