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                                                                  EXHIBIT 10 (J)

                                EATON CORPORATION

                         2007 ANNUAL REPORT ON FORM 10-K

                                   ITEM 15 (B)

                                EATON CORPORATION
                          SUPPLEMENTAL BENEFITS PLAN II

     The Eaton Corporation Supplemental 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 Supplemental Benefits Plan II is to provide
benefits in excess of certain limitations imposed by the Code with respect to
certain employees who participate in the Pension Plan.

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

     (a) "Pension Administration Committee" means the committee comprised of
officers of the Corporation appointed by the Board of Directors from time to
time to administer the Corporation's retirement benefit programs.

     (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.

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     (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.

     (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 "Supplemental Benefits Plan II" means the Eaton Corporation
Supplemental Benefits Plan II as amended from time to time.

     3. Eligibility. An employee of the Corporation who is a participant in the
Pension Plan and who is "highly compensated" within the meaning of Code Section
401(a)(4) shall be eligible to receive a benefit in an amount determined under
Section 4.

     4. Pension Plan Supplemental 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

          (ii) equals the aggregate amount of monthly income determined in
     paragraph (i) after applying the provisions of the Code limiting the
     maximum amount of an employee's


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     compensation which may be taken into account for purposes of calculating
     benefits under the Pension Plan.

     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 Supplemental Benefits Plan ("Plan
I") if the Participant had voluntarily terminated services without cause on
December 31, 2004, and received a payment of the benefits available in the form
with the maximum value 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 11(c), a Participant shall have a vested, and nonforfeitable interest
in benefits payable under Section 4 to the same extent and in the same manner as
benefits are 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


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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 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 at least 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


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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 surviving spouse in the form of a single sum within ninety
(90) days following the Participant's date of death. The benefit shall be
calculated in the same manner as provided under the Pension Plan.
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 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.


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     (b) Notwithstanding the provisions of subsection (a), the Corporation may,
at the direction, and in the absolute discretion, of the Pension Administration
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 Pension Administration Committee shall
administer the Plan and shall keep a written record of its action and
proceedings regarding the Plan and all dates, records and documents relating to
its administration of the Plan. The Pension Administration Committee is
authorized to 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 Pension Administration Committee
deems desirable to carry the Plan into effect. The powers and duties of the
Pension Administration 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


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     (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 Pension Administration Committee shall vote on any matter
relating specifically to such member. In the event that a majority of the
members of the Pension Administration 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. Claims Procedure.

     (a) If a Participant (hereinafter referred to as the "Applicant") does not
receive the timely payment of the benefits which the Applicant believes are due
under the Plan, the Applicant may make a claim for benefits in the manner
hereinafter provided.

     All claims for benefits under the Plan shall be made in writing and shall
be signed by the Applicant. Claims shall be submitted to a representative
designated by the Pension Administration Committee and hereinafter referred to
as the "Claims Coordinator." If the Applicant does not furnish sufficient
information with the claim for the Claims Coordinator to determine the validity
of the claim, the Claims Coordinator shall indicate to the Applicant any
additional information which is necessary for the Claims Coordinator to
determine the validity of the claim.

     Each claim hereunder shall be acted on and approved or disapproved by the
Claims Coordinator within thirty (30) days following the receipt by the Claims
Coordinator of the information necessary to process the claim.

     In the event the Claims Coordinator denies a claim for benefits in whole or
in part, the Claims Coordinator shall notify the Applicant in writing of the
denial of the claim and notify the Applicant of his right to a review of the
Claims Coordinator's decision by the Pension


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Administration Committee. Such notice by the Claims Coordinator shall also set
forth, in a manner calculated to be understood by the Applicant, the specific
reason for such denial, the specific provisions of the Plan on which the denial
is based, a description of any additional material or information necessary to
perfect the claim with an explanation of the Plan's appeals procedure as set
forth in this Section.

     If no action is taken by the Claims Coordinator on an Applicant's claim
within thirty (30) days after receipt by the Claims Coordinator, such claim
shall be deemed to be denied for purposes of the following appeals procedure.

     (b) Any Applicant whose claim for benefits is denied in whole or in part
may appeal for a review of the decision by the Pension Administration Committee.
Such appeal must be made within three (3) months after the Applicant has
received actual or constructive notice of the denial as provided above. An
appeal must be submitted in writing within such period and must:

          (i) request a review by the Pension Administration Committee of the
     claim for benefits under the Plan;

          (ii) set forth all of the grounds upon which the Applicant's request
     for review is based on any facts in support thereof; and

          (iii) set forth any issues or comments which the Applicant deems
     pertinent to the appeal. The Pension Administration Committee shall
     regularly review appeals by Applicants.

     The Pension Administration Committee shall act upon each appeal within
thirty (30) days after receipt thereof unless special circumstances require an
extension of the time for processing, in which case a decision shall be rendered
by the Pension Administration Committee as soon as possible but not later than
sixty (60) days after the appeal is received by the Pension Administration
Committee.


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     The Pension Administration Committee shall make a full and fair review of
each appeal and any written materials submitted by the Applicant in connection
therewith. The Pension Administration Committee may require the Applicant to
submit such additional facts, documents or other evidence as the Pension
Administration Committee in its discretion deems necessary or advisable in
making its review. The Applicant shall be given the opportunity to review
pertinent documents or materials upon submission of a written request to the
Pension Administration Committee, provided the Pension Administration Committee
finds the requested documents or materials are pertinent to the appeal.

     On the basis of its review, the Pension Administration Committee shall make
an independent determination of the Applicant's eligibility for benefits under
the Plan.

     In the event the Pension Administration Committee denies an appeal in whole
or in part, the Pension Administration Committee shall give written notice of
the decision to the Applicant, which notice shall set forth, in a manner
calculated to be understood by the Applicant, the specific reasons for such
denial and which shall make specific reference to the pertinent provisions of
the Plan on which the Pension Administration Committee's decision is based.

     11. 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.

     (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


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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 Pension Administration
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 Pension Administration Committee that is inconsistent with the
action of the Board of Directors. Subject to the provisions of Section 11(d), no
amendment shall have the effect of impairing or decreasing 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. 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.

     (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


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Beneficiary, pursuant to an irrevocable action taken by the Board of Directors
within the thirty (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 11(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 11(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 provide benefits for "management or highly
compensated" employees within the meaning of Sections 201, 301 and 401 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of
ERISA. Accordingly, the Plan shall terminate and no further benefits shall
accrue hereunder in the event it is 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 so
exempt.


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     (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 Supplemental 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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