---

Eaton Agrees to Sell 1.625 Million Common Shares

1 July 1999

Eaton Agrees to Sell 1.625 Million Common Shares

    CLEVELAND--July 1, 1999--Eaton Corporation today said that it had entered into an underwriting agreement to sell to J.P. Morgan & Co. 1.625 million common shares at a price of $92.00 per share. Net proceeds to the company were $147 million.
    Proceeds from the offering will be used to pay down a portion of short-term debt, most of which the company incurred as the result of its recent acquisition of Aeroquip-Vickers. Eaton acquired Aeroquip-Vickers, a global manufacturer of engineered components and systems for industrial, aerospace and automotive markets, on April 9, 1999 for approximately $1.7 billion.
    The company previously had said that it expected to fund about 20 percent of the Aeroquip-Vickers purchase with equity. On March 25, 1999 Eaton announced that it would sell its Fluid Power and Engineered Fasteners Divisions and apply the proceeds to the cost of the acquisition, which would reduce the equity funding requirement.
    Eaton Corporation is a global manufacturer of highly engineered products that serve industrial, vehicle, construction, commercial, aerospace and semiconductor markets. Principal products include hydraulic products and fluid connectors, electrical power distribution and control equipment, truck drivetrain systems, engine components, ion implanters and a wide variety of controls.
    The offering is made by the prospectus only, copies of which may be obtained from Diane Stevens, J.P. Morgan & Co., 60 Wall Street, Second Floor, Equity Capital Markets, New York, New York 10260.