APEX Transition Choice. Plan. APEX Transition Choice Plan Summary Plan Description

APEX Transition Choice Plan APEX Transition Choice Plan Summary Plan Description Effective July 1, 2004

This is a description of the features of the Eaton Corporation APEX Transition Choice Plan (the "Plan") for certain U.S. employees of participating locations of Eaton Corporation and its wholly owned subsidiaries (collectively referred to as the "Company"), and is intended to satisfy the Employee Retirement Income Security Act ("ERISA") requirements for a summary plan description. This description is also intended to satisfy the ERISA requirement for a written plan instrument. The full Plan document will govern if there is any conflict between it and this summary. The Plan Administrator has the sole discretion to interpret the Plan, and its determination shall be final. The Plan is effective July 1, 2004. Eaton retains the right to amend, modify or completely terminate the Plan for any or all groups of employees at any time, for any reason, except that no termination, and no amendment that would impair the benefits of employees under the Plan, may be made at any time during the three years immediately following a change in control of Eaton. If you have questions about the Plan, contact your Human Resources manager. The information in this booklet has been provided by Eaton and is the sole responsibility of Eaton.

Eaton Corporation Summary Plan Description APEX Transition Choice Plan i TABLE OF CONTENTS WHAT IS THE INTENTION OF THE PLAN?... 1 WHO IS ELIGIBLE?... 1 When Am I Eligible to Opt Out and Receive Benefits Under the Plan?... 1 How Do I Opt Out?... 1 WHAT BENEFITS ARE PROVIDED UNDER THE PLAN?... 2 Full Transition Assistance... 2 Reduced Transition Assistance... 3 Outplacement Services... 4 CLAIMS PROCEDURE... 6 Claims Review Procedure... 6 ADMINISTRATION AND OTHER INFORMATION... 8 Name and Type of Plan... 8 Employer and Plan Sponsor... 8 Plan Administrator... 8 Employer Identification Number and Plan Number... 8 Type of Administration... 8 Plan Funding... 8 Agent for Service of Legal Process... 8 Plan Year... 8 STATEMENT OF ERISA RIGHTS... 9 Receive Information About Your Plan and Benefits... 9 Prudent Actions by Plan Fiduciaries... 9 Enforce Your Rights... 9 Assistance with Your Questions... 10 PLAN INTERPRETATION... 10

Eaton Corporation Summary Plan Description APEX Transition Choice Plan 1 WHAT IS THE INTENTION OF THE PLAN? Eaton has established policies and procedures to assure that its workforce meets the highest standards of performance possible. However, Eaton recognizes that some of its employees will be unable to meet the high standards of performance it has established. Employees in this situation will be asked to complete a standard Performance Improvement Plan (PIP) to help facilitate their improvement. Consistent with Eaton's long-standing policy of helping its employees, this APEX Transition Choice Plan allows Company employees who are having problems meeting the Company's performance expectations to voluntarily "opt out" of the PIP process and receive transition assistance, including a lump-sum payment, continued health benefits and outplacement services to help find another job. In this context, it is important to note that the Plan differentiates between Poor Job Performance and Misconduct. Poor job performance is the failure of an employee to do the job at an acceptable level. The acceptable level is usually, but not always, documented in written performance standards and is typically defined in terms of quality, quantity, timeliness and behaviors. Misconduct, on the other hand, is generally a failure to follow a workplace rule or policy (whether written or unwritten), and such situations could include, but are not limited to: general workplace misconduct (theft, tardiness, absenteeism, insubordination, falsification, etc.), violations of Company policy (Workplace Violence, Harassment, Substance Abuse, etc.), violations of the Code of Ethics, and misuse or misappropriation of expenses/funds. Misconduct circumstances will be subject to disciplinary procedures and are not eligible for consideration under the Plan. WHO IS ELIGIBLE? All non-bargaining unit salaried or factory employees of the Company, both full-time and part-time (20 or more hours per week), who are employed in the United States and using the APEX performance management process are eligible to participate in the Plan. Factory employees who are not using the APEX performance management process, temporary employees, and contract and leased workers are not eligible to participate. When Am I Eligible to Opt Out and Receive Benefits Under the Plan? If you are in the Corrective Action stage of performance improvement and are asked to draft a Performance Improvement Plan, you may instead elect to opt out of your employment with the Company and receive benefits under the Plan. Your manager will inform you of your eligibility to opt out under the Plan. Even if you are not at the Corrective Action stage, you may be permitted to opt out before the Performance Improvement Process is initiated if: The Company determines that your election to terminate your employment early is in the best interests of both you and the Company, and Your early opt out is approved by your group Human Resources Vice President. How Do I Opt Out? Upon being informed of your eligibility to opt out under the Plan, you have three business days to inform the Company that you wish instead to opt out of your employment and receive Full Transition Assistance under the Plan. You are also eligible for Full Transition Assistance for the first three days while working on a Performance Improvement Plan. If you decide to opt out after these three days, having made a good faith effort to implement the Performance Improvement Plan but are still unable to meet the Company's performance standards, you will receive Reduced Transition Assistance under the Plan. If you elect to opt out under the Plan, you will be required to sign a release agreement in a form acceptable to the Company. The benefits provided under the Plan are consideration for your releasing potential claims against the Company.

2 Eaton Corporation Summary Plan Description APEX Transition Choice Plan WHAT BENEFITS ARE PROVIDED UNDER THE PLAN? You receive three types of transition assistance benefits under the Plan: A lump-sum payment that is intended to provide a financial bridge while you find another job; Certain continued health benefits; and Outplacement services to assist you in finding another job. These assistance benefits are discussed in more detail below. Full Transition Assistance If you opt out under the Plan within three business days of being notified of your eligibility, or within three days of working on an approved Performance Improvement Plan, as described above, and upon signing a release of claims, you will receive Full Transition Assistance (lump-sum payment, benefits continuation and outplacement services). Your lump-sum payment will be the amount determined under the following schedule based on your Salary Band (SB) at the time you opt out of employment. This Salary Band-sensitive approach to determining the lump-sum, transition bridge payment recognizes that it typically takes employees longer to find their next position as they move up the salary band ladder. Although your payment is based on your salary for several months, it will be paid to you in a single sum. Your lump-sum payment will be reduced for any applicable taxes, withholdings and amounts payable to the Company. You will also be entitled to six months continuation of the same or generally similar medical, vision, dental, life, and accidental death and dismemberment insurance benefits that you were eligible to receive immediately before termination, upon payment of any employee contributions required by the terms of the applicable plans. Finally, you are also entitled to outplacement services that provide you with resources, training and counseling to help you find and secure a compatible job following your employment with the Company. See the Plan s Outplacement Services on pages 4 and 5 for a list of detailed services. Full Transition Assistance (Opt out within three business days of initial meeting or within three business days of working on a PIP) Lump-sum Payment SB 1-5 = 4 Months Salary SB 6-8 = 5 Months Salary SB 9+ = 6 Months Salary Benefits Continuation Six months benefits continuation Outplacement Services Outplacement Choice Program

Eaton Corporation Summary Plan Description APEX Transition Choice Plan 3 Reduced Transition Assistance If you elect the Performance Improvement Plan (PIP) choice, your employment will be continued, provided you successfully complete your PIP and sustain the improvement. If you do not successfully complete your PIP and your employment is terminated (solely as a result of your failure to successfully complete your PIP), or you choose to opt out after three business days of working on the plan, you will be eligible for Reduced Transition Assistance (lump-sum payment, benefits continuation and outplacement services) in exchange for signing a General Release. Your lump sum payment of one month s salary will be reduced for any applicable taxes, withholdings and amounts payable to the Company. You will also be entitled to three months continuation of the same or generally similar medical, vision, dental, life, and accidental death and dismemberment insurance benefits that you were eligible to receive immediately before termination, upon payment of any employee contributions required by the terms of the applicable plans. Finally, you are also entitled to outplacement services that provide you with resources, training and counseling to help you find and secure a compatible job following your employment with the Company. See the Plan s Outplacement Services on pages 4 and 5 for a list of detailed services. Reduced Transition Assistance (PIP attempted in good faith, but unsuccessful, or opt out after three business days) Lump-sum Payment One month salary Benefits Continuation Three months benefits continuation Outplacement Services Outplacement choice program Although the amount you receive is calculated with reference to your salary and is subject to taxation, it is not earned or deferred compensation. Any employee benefits not addressed herein will be paid in accordance with the terms and conditions of the applicable plan.

4 Eaton Corporation Summary Plan Description APEX Transition Choice Plan Outplacement Services A unique benefit offered under the Plan is outplacement services that provide you with resources, training and counseling to help you find and secure a compatible job following your employment with the Company. The outplacement benefit is offered whether you are entitled to either full or reduced benefits under the Plan. The specific outplacement program available to you depends on your Salary Band and you will be given a choice between Home-Based or Office-Based services. Outplacement Professional Choice: Salary Band 1 through Salary Band 8 (SB1 SB8). The individual will have a choice between a home-based and an office-based program. Professional Level Home-Based Office-Based Program Options (SB1 through SB8) Personal Consulting Up to six hours, until landing. Three calendar months. Access to Outplacement Technology Tool Administrative Support Services (i.e., research, resume production, etc.) Office Space Workshops Hours of Operation Career Transition Bridge Resources Until landing. Online virtual assistance through Career Concierge or similar. Primary search conducted from home office. Access to computers at outplacement firm s office on occasion. Live online workshops hosted by outplacement firm. May attend in-office workshops if near the outplacement firm. 24 hours a day/7 days a week/365 days a year. Up to $1,000 to use as needed for additional career transition resources. Until landing. In-office support, up to three calendar months or until landing, whichever occurs first. Primary search may be conducted at outplacement firm s office. Includes use of telephones, fax, copiers. In-office workshops hosted by outplacement firm. Access to live online workshops. Office hours, normally 8:00 am 5:00 pm Mon-Fri. No additional resources provided.

Eaton Corporation Summary Plan Description APEX Transition Choice Plan 5 Outplacement Management Choice: Salary Band 9 through Salary Band 12 (SB9 SB12). The individual will have a choice between a home-based and an office-based program. Management Level Program Options (SB9 through SB12) Home-Based Office-Based Personal Consulting Up to 12 hours, until landing. Six calendar months. Access to Outplacement Technology Tool Administrative Support Services (i.e., research, resume production, etc.) Office Space Workshops Hours of Operation Career Transition Bridge Resources Until landing. Online virtual assistance through Career Concierge or similar. Primary search conducted from home office. Access to computers at outplacement firm s office on occasion. Live online workshops hosted by outplacement firm. May attend in-office workshops if near the outplacement firm. 24 hours a day/7 days a week/365 days a year. Up to $1,500 to use as needed for additional career transition resources. Until landing. In-office support, up to six calendar months or until landing, whichever occurs first. Primary search may be conducted at outplacement firm s office. Includes use of telephones, fax, copiers. In-office workshops hosted by outplacement firm. Access to live online workshops. Office hours, normally 8:00 am 5:00 pm Mon-Fri. No additional resources provided. Note that the outplacement services described above are those that are provided as of the effective date of this Summary Plan Description. The specific outplacement benefits provided under the Plan, and the service provider that the Company selects to provide participants with such benefits are subject to change from time to time at the sole discretion of the Company.

6 Eaton Corporation Summary Plan Description APEX Transition Choice Plan CLAIMS PROCEDURE If you have been notified of your eligibility to opt out of employment with the Company and receive benefits under the Plan, your election to opt out when communicated to the Company in a form acceptable to the Company and accompanied by your signed release agreement serves as your claim for benefits under the Plan. It is not necessary to file a separate claim for benefits under the Plan. As noted above, however, you must sign a release agreement in a form acceptable to the Company in order to be entitled to receive benefits under the Plan. If you are entitled to benefits under the Plan and any of the following should occur: You have not been advised by the Company that you are eligible to opt out of employment with the Company and receive benefits under the Plan; You have been advised by the Company that you are not eligible to opt out under the Plan or will not receive benefits in the full amount to which you are entitled; Though advised of your entitlement, you have not received your Transition Assistance payment within 60 days from the date of your opt-out election; Then you should send a written notice of claim to the Human Resources Manager at the facility from which you were separated. This notice should contain a statement of the basis for your claim and any supporting documentation. This notice must be received by the Human Resources Manager within 90 days from your date of separation from employment. Claims received more than 90 days after separation will be automatically denied. If your claim for benefits under the Plan is wholly or partially denied, your Human Resources Manager will notify you of the denial no later than 90 days after receipt of your claim, unless he or she determines that special circumstances require an extension of time for processing the claim. If an extension of time for processing is required, written notice of the extension will be furnished to you before the termination of the initial 90-day period. The extension will not exceed a period of 90 days from the end of the initial period. The extension notice will indicate the special circumstances requiring an extension and the date by which the Plan expects to render the benefit determination. If your claim for benefits under the Plan is wholly or partially denied by the Human Resources Manager, you will be sent a written or electronic notification of that denial. The notification will set forth the following: The specific reasons for the denial; A reference to the specific Plan provisions on which the denial is based; A description of any additional material or information necessary for you to perfect your claim, and an explanation of why that material or information is necessary; and A description of the Plan's review procedures and the time limits applicable to those procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review. Claims Review Procedure If your claim for benefits under the Plan is denied and you do not agree with that denial, you may make a written request for a review. You must submit the request for review within 60 days of the date of receipt of the written notification of the denial of your claim from the Human Resources Manager. The request for review must be sent to the Eaton Corporation Corporate Benefits Department for final determination. Please send the request to: Eaton Corporation Corporate Benefits Department, Eaton Corporation, 1111 Superior Avenue, Cleveland, Ohio 44114. Please be sure that you state why you believe your claim should not have been denied, and submit any questions, comments, documents, records and other information that you think is appropriate. Upon written request and free of charge, you will be provided reasonable access to, and copies of, all documents, records and other

Eaton Corporation Summary Plan Description APEX Transition Choice Plan 7 information relevant to your claim. The determination by the Corporate Benefits Department will include a review that takes into account all comments, documents, records and other information submitted by you relating to your claim, without regard to whether that information was submitted or considered in the initial benefit determination. You will be notified of the final decision within 60 days following the receipt of the request for review by the Corporate Benefits Department, unless special circumstances require an extension of up to 60 additional days to respond. If an extension is required, you will be notified of the extension before the termination of the initial 60-day period. The extension notice will indicate the special circumstances requiring an extension and the date by which the Plan expects to render the determination upon review. The Corporate Benefits Department will provide you with written or electronic notification of its determination on review. In the case of an adverse determination, the notification will set forth the following: The specific reasons for the denial; A reference to the specific Plan provisions on which the denial is based; and A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all document, records and other information relevant to your claim. The time limits for you to submit a notice of claim or to request a review after denial will be strictly enforced. If you do not comply with these time limits, you will forfeit your right to file an action in federal or state court because you will not have exhausted your administrative remedies. Neither you, nor anyone on your behalf, may commence a legal action for recovery of benefits allegedly due under the Plan against the Plan, or any Plan fiduciary, unless it is filed within one year after the date of the final determination by the Corporate Benefits Department under the claims review procedure described above.

8 Eaton Corporation Summary Plan Description APEX Transition Choice Plan ADMINISTRATION AND OTHER INFORMATION Name and Type of Plan The Plan is known as the Eaton Corporation APEX Transition Choice Plan. It is a welfare benefit plan intended to provide severance and other benefits to eligible employees under certain specified circumstances. Employer and Plan Sponsor The Employer and Plan Sponsor is: Eaton Corporation Eaton Center Cleveland, Ohio 44114-2584 Telephone number: 1-216-523-5000 Plan Administrator The Plan Administrator is: Eaton Corporation Eaton Center Cleveland, Ohio 44114-2584 Telephone number: 1-216-523-5000 Employer Identification Number and Plan Number The Employer Identification Number is 34-0196300. The Plan Number is 620. Type of Administration The Plan is administered directly by the Plan Administrator in accordance with the provisions of the Plan document. Plan Funding Plan benefits are funded by the Company as needed from current operating funds. Agent for Service of Legal Process Any necessary service of legal process may be made on the: Vice President and Secretary Eaton Corporation Eaton Center Cleveland, Ohio 44114-2584 Telephone number: 1-216-523-5000 Plan Year All Plan records are compiled on an annual basis, from January 1 through December 31.

Eaton Corporation Summary Plan Description APEX Transition Choice Plan 9 STATEMENT OF ERISA RIGHTS As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants will be entitled to: Receive Information About Your Plan and Benefits You are entitled to examine at no charge at the Plan Administrator s office and at other specified locations, all documents governing the Plan, including insurance contracts. You may also examine at no charge a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. You may obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and an updated Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies. You are entitled to receive at no charge a summary of the Plan s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of the summary annual report. Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining your welfare benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge and to appeal any denial, all within certain time schedules. Under ERISA, you can take steps to enforce the above rights. For example, you can file suit in a federal court if you: Request a copy of Plan documents or the latest annual report from the Plan and do not receive it within 30 days. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. Exhaust the claims procedures described in this Summary Plan Description and your claim for benefits is denied or ignored, in whole or in part. (You may also file a claim in state court.) Disagree with the Plan s decision or lack thereof concerning the qualified status of a medical child support order. Are discriminated against for asserting your rights. (You may also seek assistance from the U.S. Department of Labor.) You may also seek assistance from the U.S. Department of Labor or file suit in a federal court if it should happen that the Plan fiduciaries misuse the Plan s money. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

10 Eaton Corporation Summary Plan Description APEX Transition Choice Plan Assistance with Your Questions If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact: The nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory; or The Division of Technical Assistance and Inquiries Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue N.W. Washington, D.C. 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. PLAN INTERPRETATION The Plan Administrator shall have discretionary authority to determine eligibility for benefits and to construe any and all terms of the Plan, including, but not limited to, any disputed or doubtful terms. The Plan Administrator shall also have the power and discretion to determine all questions of fact and law arising in connection with the administration, interpretation and application of the Plan. Any and all determinations by the Plan Administrator shall be conclusive and binding on all persons, except to the extent reviewable by a court with jurisdiction under ERISA after giving effect to the time limits described in the "Claims Review Procedure" section of this Summary Plan Description.