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                                                                  EXHIBIT 10 (S)

                                EATON CORPORATION

                         2007 ANNUAL REPORT ON FORM 10-K

                                   ITEM 15 (B)

                                EATON CORPORATION

                Plan for the Deferred Payment of Directors' Fees
   (originally adopted in 1985 and amended effective as of September 24, 1996,
    January 28, 1998, January 23, 2002, February 24, 2004, December 8, 2004,
               and in certain respects effective January 1, 2005)

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                                    ARTICLE I

                              ESTABLISHMENT OF PLAN

1.01 "Establishment of Plan and Effective Date": Eaton Corporation (the
     "Company") has established this Plan for the Deferred Payment of Directors'
     Fees (the "Plan") effective as of October 23, 1985. The Plan was amended
     and restated as of September 24, 1996, January 28, 1998, January 23, 2002,
     and February 24, 2004, and was further amended on December 8, 2004. The
     terms of the Plan, as amended through February 24, 2004 (the "Prior Terms")
     shall continue in effect with respect to and shall govern all benefits
     earned and vested under the Plan as of December 31, 2004. The terms of the
     Plan (not including the Prior Terms, which are not modified hereby) are
     hereby amended and restated in their entirety as set forth in this document
     effective January 1, 2005, to reflect prospective amendments made after
     February 24, 2004, and to govern all deferred compensation that was not
     earned and vested under the Plan as of December 31, 2004. Notwithstanding
     the foregoing, however, for the period prior to January 1, 2009, the Plan
     shall operate based upon Notice 2005-1, additional notices published by the
     Treasury Department and the Internal Revenue Service providing transition
     guidance, and a good faith, reasonable interpretation of Section 409A of
     the Internal Revenue Code and its purpose.

1.02 "Statement of Purpose": It is the purpose of the Plan to attract and retain
     qualified persons to serve as Directors of the Company by enabling such
     Directors to defer some or all fees which may be payable to them for future
     services as a member o the Board of Directors of the Company or as Chair or
     a member of any committee of the Board.


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                                   ARTICLE II

                                   DEFINITIONS

     When used herein the following terms shall have the meanings indicated
unless a different meaning is clearly required by the context:

2.01 "Board": The Board of Directors of Eaton Corporation.

2.02 Reserved.

2.03 "Committee": The Governance Committee of the Board, which shall have full
     power and authority to administer and interpret, in its sole discretion,
     the provisions of the Plan.

2.04 "Company": Eaton Corporation and its corporate successors.

2.05 "Compensation": The total annual fees paid to a Participant for services as
     a Director of the Company including the annual retainer fee, meeting
     attendance fees, additional annual retainer fees paid to Board Committee
     Chairs or members and any other fees paid by the Company for services as a
     Director of the Company.

2.06 Reserved.

2.07 "Deferral Account Balance": At any particular date, the total of all
     Compensation deferred under the Plan and earnings credited thereto less the
     amount of any deferred Compensation previously paid to the Participant;
     provided that separate records shall be maintained within the Deferred
     Account Balance to reflect Compensation deferred under the Plan for periods
     ending on and before December 31, 2004 and earnings credited thereto and
     Compensation deferred under the Plan for periods ending on and after
     January 1, 2005 and earnings credited thereto.

2.08 "Deferred Compensation Agreement": The written agreement between the
     Company and a Participant.

2.09 "Designated Beneficiary": One or more beneficiaries, as designated by a
     Participant in a written form filed with the Secretary of the Company and
     approved by the Committee, to whom payments otherwise due to or for the
     benefit of the Participant hereunder shall be made in the event of the
     Participant's death prior to the commencement of benefit payments hereunder
     or the complete payment of such benefit. In the event no such written
     designation is made by a Participant or if such Designated Beneficiary
     shall not be in existence at the time of the Participant's death or if such
     Designated Beneficiary predeceases the Participant, the Participant shall
     be deemed to have designated his or her estate as the Designated
     Beneficiary.


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2.10 Reserved.

2.11 Reserved.

2.12 "Lump Sum Payment": The lump sum amount which is equal to the then present
     value of the payment, in fifteen (15) annual payments commencing on the
     date of the lump sum payment, of the Participant's Deferred Account Balance
     plus a rate of return thereon equal to the rate or rates of interest
     specified in the Participant's Deferred Compensation Agreement throughout
     that fifteen year period, discounted with a rate of interest equal to
     "Moody's Corporate Bond Yield Average - Monthly (Average Corporates)" most
     recently published by Moody's Investor Services, Inc., or any successor
     thereto, at the time of the calculation.

2.13 Reserved.

2.14 "Normal Plan Participation Termination Date": The date of the Annual
     Meeting of the Company's shareholders immediately following the date a
     Participant attains the age of sixty-eight (68).

2.15 "Participant": A Director who is or hereafter becomes eligible to
     participate in the Plan and does participate by electing, in the manner
     specified herein, to defer Compensation pursuant to the Plan.

2.16 "Plan": This Plan for the Deferred Payment of Directors' Fees as contained
     herein which was originally effective as of October 23, 1985, and which has
     been amended from time to time thereafter.

2.17 "Regular Annuity Starting Date": The April 1st of the second calendar year
     following the year in which the Participant attains the age of sixty-eight
     (68).

2.18 Reserved.

2.19 Reserved.


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                                  ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

3.01 "Eligibility": Any Director of the Company who is separately compensated
     for his or her services on the Board and who is first elected to the Board
     prior to 1996 shall be eligible to participate under the Plan. Directors
     who serve as either an officer or an employee of the Company, or who are
     first elected after 1995, shall not be eligible to participate under the
     Plan.

3.02 "Manner of Election":

     (a)  Any person wishing to commence participation in the Plan must file a
          signed copy of the Deferred Compensation Agreement with the Secretary
          of the Company at Eaton Center, Cleveland, Ohio 44114. If the
          Committee accepts the election, an eligible Director shall become a
          Participant in the Plan as of December 1, 1985 for an election filed
          in 1985 and as of the January 1st immediately following the date an
          election is filed in any year after 1985 if such election is filed
          prior to December 1 of such year. Upon the request of a Participant,
          for periods after 2004 the Committee may in its sole discretion
          approve the termination of future deferrals by such Participant
          effective as of the January 1st immediately following such request.

     (b)  The Committee shall be vested with the authority to deny Participants
          the opportunity, on a prospective basis beginning as of any January
          1st, to defer future Compensation pursuant to the Plan for any reason
          if such denial is applied equitably to all Participants; provided,
          however, that the foregoing authority does not apply to any
          Participant's right to continue to defer the amount constituting his
          or her then existing Deferred Account Balance and any past and future
          earnings thereon, which amounts shall continue to be deferred and/or
          paid in accordance with the other terms and conditions of this Plan.

     (c)  The Deferred Compensation Agreement electing deferral of Compensation
          for a particular calendar year must be made as described in paragraph
          (a) not later than December 31 of the preceding calendar year.
          Beginning with Compensation earned on and after January 1, 2005, the
          Deferred Compensation Agreement shall also contain the Participant's
          election with respect to the form of payment of such amounts.


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3.03 "Limits on Deferred Compensation":

     (a)  Subject to required minimum and maximum annual limitations on the
          amount of Compensation which may be deferred equal to $5,000 and
          $30,000, respectively, a Participant may defer all or any portion of
          his or her future Compensation which is earned during a period of at
          least four (4) years (16 full calendar quarters) or for the period to
          his or her Normal Plan Participation Termination Date, if earlier, or
          for any period of time longer than four years which ends prior to his
          or her Normal Plan Participation Termination Date. Nothing contained
          in the Plan shall restrict any Director of the Company from
          participating in or deferring compensation pursuant to any other
          Company plan for the deferral of Directors' fees.

     (b)  Reserved.


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                                   ARTICLE IV

                                    BENEFITS

4.01 "Normal Plan Participation Termination Benefit":

     (a)  The Normal Plan Participation Termination Benefit is a level fifteen
          (15) year annuity payable to a Participant after his or her Normal
          Plan Participation Termination Date in fifteen (15) equal annual
          installments commencing on the Participant's Regular Annuity Starting
          Date and continuing on the anniversary of that date each year
          thereafter until fifteen (15) annual payments have been made; and

     (b)  The Normal Plan Participation Termination Benefit shall be calculated
          by reference to the Participant's total Compensation deferred under
          the Plan and the rate or rates of interest specified in his or her
          Deferred Compensation Agreement; provided, however, that at the
          Participant's election, the Normal Plan Participation Termination
          Benefit shall be paid in a Lump Sum Payment on the Participant's
          Regular Annuity Starting Date.

4.02 Reserved.

4.03 Reserved.

4.04 "Limitations on Distribution": Notwithstanding any provision of the Plan to
     the contrary, Compensation deferred under the Plan shall not be distributed
     earlier than the first to occur of the following:

     (a)  separation from service as determined by the Secretary of the
          Treasury;

     (b)  the date the Participant becomes disabled (within the meaning of
          Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended
          (the "Code"));

     (c)  death of the Participant;

     (d)  a specified time (or pursuant to a fixed schedule) specified under the
          Plan at the date of the deferral of such Compensation;

     (e)  to the extent provided by the Secretary of the Treasury, a change in
          the ownership or effective control of the Company, or in the ownership
          of a substantial portion of the assets of the Company; or


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     (f)  the occurrence of an unforeseeable emergency as defined in Section
          409A(a)(2)(B)(ii) of the Code.


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                                   ARTICLE V

                                SURVIVOR BENEFIT

5.01 "Survivor Benefit": Upon the occurrence of any of the following events, the
     Company shall pay to a Participant's Designated Beneficiary a benefit as
     defined in this Article V (herein referred to as a "Survivor Benefit"):

     (a)  The death of a Participant while serving as a Director of the Company;
          or

     (b)  The death of a Participant after becoming entitled to a Normal Plan
          Participation Termination Benefit but prior to commencement of payment
          of such benefit.

5.02 "Amount of Survivor Benefit": The Survivor Benefit shall be an amount equal
     to the Participant's Deferred Account Balance at the date of his or her
     death together with interest thereon, compounded annually, from the date
     Compensation was deferred until the date it is completely paid by the
     Company (a "Deferral Period") at a rate equal to the prime rate set forth
     in The Wall Street Journal (or any successor thereto) (hereinafter referred
     to as the "Prime Rate") from time to time during the Deferral Period. The
     Survivor Benefit shall be paid in a lump sum within ninety (90) days of the
     date of death.

5.03 "Survivor Benefit After Commencement of Benefit Payments to the
     Participant": In the event a Participant who has begun to receive benefit
     installment payments under the Plan dies prior to full payment of his or
     her Normal Plan Participation Termination Benefit, all remaining payments
     due hereunder shall be made to such Participant's Designated Beneficiary in
     a lump sum within ninety (90) days of the date of death.


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                                   ARTICLE VI

                        CERTAIN PAYMENTS TO PARTICIPANTS

6.01 Reserved.

6.02 Reserved.

6.03 Reserved.


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                                  ARTICLE VII

                            AMENDMENT AND TERMINATION

7.01 "Right to Amend and Terminate the Plan": The Company fully expects to
     continue the Plan but it reserves the right, at any time or form time to
     time, by action of the Committee, to modify or amend the Plan, in whole or
     in part. In addition, the Company reserves the right by action of the
     Committee to terminate the Plan, in whole or in part, at any time and for
     any reason, including, but not limited to, adverse changes in the federal
     tax laws. Notwithstanding anything herein to the contrary, no amendment,
     modification or termination of the Plan shall, without the consent of the
     Participant, alter this provision or impair any of the Participant's rights
     under the Plan with respect to benefits accrued prior to such amendment,
     modification or termination.

7.02 Reserved.

7.03 "Plan Termination in Connection with Change in Control": The Board shall
     have the authority, in its sole discretion, to terminate the Plan and pay
     each Participant's entire Account to the Participant or, if applicable, his
     or her Beneficiary, pursuant to an irrevocable action taken by the Board
     within the thirty (30) days preceding a change in control (within the
     meaning of Section 409A of the Code and the regulations thereunder) of
     Eaton. This Section 7.03 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 twelve (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 7.03, 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.


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                                  ARTICLE VIII

                                  MISCELLANEOUS

8.01 "Non-Alienation of Benefits": Subject to any federal stature to the
     contrary, no right or benefit under the Plan shall be subject to
     anticipation, alienation, sale, assignment, pledge, encumbrance, or chare,
     and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or
     charge any right or benefit under the Plan shall be void. No right or
     benefit hereunder shall in any manner be liable for or subject to the
     debts, contracts, liabilities, or torts of the person entitled to such
     benefits.

8.02 "No Trust Created": The obligations of the Company to make payments
     hereunder shall constitute a liability of the Company to the Participant.
     Such payments shall be made from the general funds of the Company, and the
     Company shall not be required to establish or maintain any special or
     separate fund, or purchase or acquire life insurance on a Participant's
     life, or otherwise to segregate assets to assure that such payments shall
     be made, and neither a Participant nor Designated Beneficiary shall have
     any interest in any particular asset of the Company by reason of its
     obligations hereunder. Nothing contained in the Plan shall create or be
     construed as creating a trust of any kind or any other fiduciary
     relationship between the Company and a Participant or any other person.
     8.03 "No Employment Agreement": The Plan shall not be deemed to constitute
     a contract of employment between the Company and a Participant. Neither
     shall the execution of the Plan nor any action taken by the Company
     pursuant to the Plan be held or construed to confer on a Participant any
     legal right to be continued as Director of the Company, in an executive
     position or in any other capacity with the Company whatsoever; nor shall
     any provision herein restrict the right of any Participant to resign as a
     Director.

8.04 "Binding Effect": Obligations incurred by the Company pursuant to the Plan
     shall be binding upon and inure to the benefit of the Company, its
     successors and assigns, and the Participant or his or her Designated
     Beneficiary.

8.05 "Claims for Benefits": Each Participant or Designated Beneficiary must
     claim any benefit to which he or she may be entitled under this Plan by
     filing a written notification with the Secretary of the Company. The
     Committee shall make all determinations with respect to such claims for
     benefits. If a claim is denied by the Committee, it must be denied within a
     reasonable period of time in a written notice stating the following:

     (a)  The specific reason for the denial.


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     (b)  The specific reference to the Plan provisions on which the denial is
          based.

     (c)  A description of additional information necessary for the claimant to
          present his or her claim, if any, and an explanation of why such
          information is necessary.

     (d)  An explanation of the Plan's claims review procedure.

     The claimant may have a review of the denial by the Committee by filing a
     written notice with the Secretary of the Company within sixty (60) days
     after the notice of the denial of his or her claim.

     The written decision by the Committee with respect to the review must be
     given within one hundred and twenty (120) days after receipt of the written
     request.

8.06 "Entire Plan": This document and any amendments hereto contain all the
     terms and provisions of the Plan with respect to benefits that were not
     earned and vested under the Plan on December 31, 2004.

8.07 "American Jobs Creation Act of 2004": 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 for Compensation deferred after December 31, 2004.
     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 Company to reflect or otherwise
     facilitate compliance with such provisions with respect to amounts deferred
     on and after January 1, 2005, including as contemplated by Section 885(f)
     of the American Jobs Creation Act of 2004.


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                                   ARTICLE IX

                                  CONSTRUCTION

9.01 "Governing Law": The Plan shall be construed and governed in accordance
     with the law of the State of Ohio.

9.02 "Gender": The masculine gender, where appearing in the Plan, shall be
     deemed to include the feminine gender, and the singular may include the
     plural, unless the context clearly indicates to the contrary.

9.03 "Headings, etc.": The cover page of the Plan, the Table of Contents and all
     headings used in this Plan are for convenience of reference only and are
     not part of the substance of the Plan.


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