Eaton Adopts Majority Voting Policy for Election of Directors

CLEVELAND--July 28, 2006--The Board of Directors of diversified industrial manufacturer Eaton Corporation this week adopted a majority voting policy.

Under the new policy, any nominee for director who receives more "withheld" votes than "for" votes in an uncontested election must submit a written offer to resign as a director promptly following certification of the voting results. Previously, only "for" votes were considered in an uncontested election for a director.

The new policy states that when a nominee receives more "withheld" votes, the Governance Committee makes a recommendation to the Board on whether to accept the resignation. The Board then has 90 days following certification of the voting results to decide whether to accept the resignation. As soon as practicable after the Board's decision, the Company will disseminate the information in a news release. If the decision is not to accept the resignation offer, the press release will disclose the Board's reasons for that decision.

The "Majority Voting Policy" is accessible on Eaton's Web site within the Corporate Governance section, which is included among the "Quick Links" on the main page.

Eaton Corporation is a diversified industrial manufacturer with 2005 sales of $11.1 billion. Eaton is a global leader in electrical systems and components for power quality, distribution and control; fluid power systems and services for industrial, mobile and aircraft equipment; intelligent truck drivetrain systems for safety and fuel economy; and automotive engine air management systems, powertrain solutions and specialty controls for performance, fuel economy and safety. Eaton has 60,000 employees and sells products to customers in more than 125 countries. For more information, visit www.eaton.com.