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                                Eaton Corporation
                         2004 Annual Report on Form 10-K
                                   Item 15(c)
                                 Exhibit 10(ff)

Date

Eaton Corporation
Eaton Center
1111 Superior Avenue
Cleveland, Ohio 44114

Attention:  Vice President - Human Resources

RE:      AWARD OF RESTRICTED STOCK UNDER THE EATON CORPORATION _____ STOCK PLAN

Ladies and Gentlemen:

As an employee of Eaton Corporation (the "Company"), I have received an award of
restricted common shares of the Company effective as of XXXX (the "Effective
Date") under the terms and conditions of the Company's ____ Stock Plan (the
"Plan"). I hereby acknowledge receipt of a copy of the Plan, and 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 STOCK. I acknowledge that, as of the Effective Date, XXXX
Common Shares of the Company (the "Restricted Stock") have been awarded to me,
contingent on the continuation of my service with the Company as provided
herein. The Restricted Stock shall be forfeited and shall be immediately
re-transferred to the Company 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 as follows:

       [vesting schedule appears here]


If any shares of Restricted Stock are forfeited for any reason, I will surrender
to the Company any certificates which I then hold evidencing such shares. I
understand that I will not be entitled to any payment in respect of shares so
forfeited.

The Compensation and Organization Committee of the Board of Directors of the
Company (the "Committee") reserves the right to decide to what extent leaves of
absence for government or


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military service, illness, temporary disability, or other reasons shall not be
deemed to be an interruption of continuous employment.

         3. TRANSFERABILITY. Until the possibility of forfeiture lapses with
respect to any share of Restricted Stock, that share shall be non-transferable.
I agree not to make, or attempt to make, any sale, assignment, transfer or
pledge of any share of Restricted Stock prior to the date on which the
possibility of forfeiture with respect to such share lapses.

         4. LEGENDS, POSSESSION AND REORGANIZATION. I acknowledge that the
certificates for the Restricted Stock will bear a legend referring to this
Agreement and to the restrictions contained herein. I further understand that
the Company may elect to retain those certificates in its possession as a means
of enforcing these restrictions. 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 and class of the Restricted Stock shall
be equitably adjusted by the Committee so as to reflect that change. Any new
certificates for Restricted Stock shall bear the legends referred to in this
Section 4. No adjustment provided for in this Section 4 shall require the
Company to sell or transfer a fractional share.

         5. DIVIDENDS AND VOTING. If I am the shareholder of record on any
record date for the payment of a dividend on the Restricted Stock, I will be
entitled to receive the dividend when paid, regardless of whether or not the
restrictions imposed by Section 2 have lapsed. If I am the shareholder of record
on any record date for the taking of a vote by the shareholders of the Company,
I will be entitled to vote the Restricted Stock regardless of whether or not the
restrictions imposed by Section 2 hereof have lapsed.

         6. 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 and local taxes as may be required by law in connection with the
award to me of Restricted Stock 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. I understand
that the Company may defer the issuance to me of a certificate evidencing shares
of Restricted Stock, or the issuance of a new certificate evidencing the lapse
of the restrictions thereon, until such payment or provision has been made. I
hereby authorize the conversion to cash by the Company of a sufficient number of
the shares of Restricted Stock to satisfy any such withholding tax obligations.

         7. CONTINUED EMPLOYMENT. I acknowledge that this award of Restricted
Stock 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 Stock 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


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Company or a subsidiary, the amount of the total fair market value such vested
Restricted Stock 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
Committee in its sole discretion shall determine that such action by me is not
inimical to the best interest of the Company or its subsidiaries.

       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 Stock 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 75% 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


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                  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 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 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 the
parties on the subject hereof and shall be governed in accordance with Ohio law.

Very truly yours,


By:  ________________________________         Date:  ___________________________


Mailing Address:

______________________________

______________________________


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ACCEPTED:

EATON CORPORATION

By:  __________________________________     Date:  ___________________________

Title: ________________________________



By:  ___________________________________    Date:  ___________________________

Title: _________________________________


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