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(EATON LOGO)                                                      EXHIBIT 10 (K)

                                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, restricted share units (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,

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.

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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 Management 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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