8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2009

EATON CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-1396	34-0196300
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

Eaton Center
Cleveland, Ohio	44114
(Address of principal executive offices)	(Zip Code)

(216) 523-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On January 28, 2009, Eaton Corporation (the “Company”) announced that Randy W. Carson, Chief Executive Officer — Electrical Group, informed the Company and its Board of Directors that he will retire effective May 1, 2009. Thomas S. Gross has been elected to the position of Vice Chairman and Chief Operating Officer — Electrical Sector, effective February 1, 2009, as successor to Mr. Carson.

     Pursuant to the terms of the applicable Stock Plans of the Company, the Compensation and Organization Committee of the Board of Directors has exercised its discretionary authority to provide Mr. Carson with customary benefits for retiring senior executives of the Company, which includes vesting of stock options and restricted shares. In addition, the Committee has approved a total payment equivalent to 12 months of Mr. Carson’s current salary and 100% of his 2009 target incentive compensation and certain modifications to certain agreements relating to restricted shares previously awarded to Mr. Carson. Under the agreements, as so modified, a total of 2,800 restricted shares which otherwise would have been forfeited upon Mr. Carson’s retirement instead will vest on April 30, 2009. In consideration for the payment representing salary and incentive compensation and the vesting of the restricted shares, Mr. Carson has agreed to provide advice from time to time through year-end 2010 as reasonably requested by the senior management of the Company’s Electrical Sector.

     A copy of the press release issued by the Company on January 28, 2009 announcing Mr. Carson’s retirement, the election of Mr. Gross, and a reorganization of the Company’s businesses, is included as Exhibit 99.1 to this Report and is incorporated herein by reference. A copy of the form of the Company’s Restricted Share Agreements is filed as Exhibit 10(ff) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Number	Exhibit
10.1	Form of Restricted Share Agreement — filed as Exhibit 10(ff) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.
99.1	Press Release, issued on January 28, 2009 — included with this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EATON CORPORATION
Date: January 28, 2009	/s/ R. H. Fearon
	R. H. Fearon
	Executive Vice President - Chief Financial and Planning Officer

EX-99.1

Exhibit 99.1

Eaton Corporation
Corporate Communications
Eaton Center
Cleveland, OH 44114
tel: (216) 523-5304
kellymjasko@eaton.com News
Release

Date	January 28, 2009
For Release	Immediately
Contact	Kelly Jasko, (216) 523-5304

Eaton Names Three Vice Chairmen; Reorganizes Businesses Into Electrical And Industrial Sectors; Will Report Six Financial Segments

CLEVELAND – Diversified industrial manufacturer Eaton Corporation (NYSE:ETN) announced today that Eaton’s businesses are being reorganized into two sectors – Electrical and Industrial – with a vice chairman and chief operating officer for each sector. The changes are effective February 1.

Eaton Chairman and Chief Executive Officer Alexander M. Cutler said that Thomas S. Gross, 54, has been named vice chairman and chief operating officer – Electrical Sector. Gross will succeed Randy W. Carson, 58, chief executive officer – Electrical Group, who has announced his decision to retire at the end of April. Craig Arnold, 48, has been named vice chairman and chief operating officer – Industrial Sector, which is being formed by combining Eaton’s Aerospace, Automotive, Hydraulics and Truck businesses.

Additionally, Cutler announced that Richard H. Fearon, 52, has been named vice chairman and chief financial and planning officer for Eaton. Fearon had been executive vice president – chief financial and planning officer.

“As the company grows, we need to develop our organizational structure to help accelerate growth, identify synergies, drive common practices and build broad, global capability,” Cutler said. “We are fortunate to have global leaders like Tom Gross, Craig Arnold and Rick Fearon who are committed to working together to achieve our future goals.

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Eaton/Page 2

“Much of the growth in our Electrical business, which propels our move in this direction, is due to the contributions of Randy Carson,” Cutler added. “Over the past nine years, Randy has taken our Electrical business from a North American business of $2.2 billion to a major global enterprise of $7 billion. He led significant improvements in performance and attracted key talent to Eaton. He was also instrumental in creating a growth culture within the business. Eaton will also benefit from his close relationships with key customers well into the future. We all wish him the very best in his retirement.”

Carson will continue to report to Cutler and assist with the transition until his retirement.

Cutler also announced that beginning in 2009, Eaton will report financial results externally for six segments. They are: Electrical Americas, Electrical Rest of the World, Hydraulics, Aerospace, Truck and Automotive.

Following the reorganization, Cutler’s direct reports will be: Arnold, Fearon and Gross, as well as Susan J. Cook, executive vice president – chief human resources officer; Richard D. Holder, executive vice president – Eaton Business System; and Mark M. McGuire, executive vice president and general counsel.

Reporting to Arnold in the Industrial Sector will be: Joseph P. Palchak, president – Automotive Group; James E. Sweetnam, president – Truck Group; William R. VanArsdale, president – Hydraulics Group, and Bradley J. Morton, president – Aerospace Group.

The Electrical sector will be organized by geographic region. Reporting to Gross will be: Jerry R. Whitaker, president – Electrical Americas Region; Frank C. Campbell, president – Electrical Europe, Middle East and Africa Region, and J. Kevin McLean, president – Electrical Asia Pacific Region.

Eaton Corporation is a diversified power management company with 2008 sales of $15.4 billion. Eaton is a global technology leader in electrical components and systems for power quality, distribution and control; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 75,000 employees and sells products to customers in more than 150 countries.

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