X0304 4 2012-02-16 0 0000031277 EATON CORP ETN 0001299345 McGill James W EATON CENTER 1111 SUPERIOR AVE. CLEVELAND OH 44114 0 1 0 0 EVP - Human Resources Common Shares 2012-02-16 4 M 0 16000 29.535 A 88900 D Common Shares 2012-02-16 4 F 0 1991 50.695 D 86909 D Common Shares 2012-02-16 4 S 0 32582 50.7414 D 54327 D Common Shares 8787.866 I by trustee of ESP Stock Option 29.535 2012-02-16 4 M 0 16000 0.00 D 2005-02-24 2014-02-24 Common Shares 16000 0 D These shares were delivered to the issuer to pay for the applicable option exercise price and withholding tax. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $50.750 - $50.845. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. These shares are held in the Eaton Savings Plan. /s/Kathleen S. O'Connor, as Attorney-in-Fact 2012-02-17