PROSPECTUS DATED JULY 2, 2003 PRICING SUPPLEMENT NO. 2 AND PROSPECTUS SUPPLEMENT DATED DATED JUNE 22, 2005 JUNE 13, 2005 COMMISSION FILE NO.: 333-106764 CUSIP: 27806KAD6 FILED PURSUANT TO RULE 424(B)(3) $100,000,000 EATON CORPORATION MEDIUM-TERM NOTES (FIXED RATE NOTES) Principal amount: $100,000,000 Price to public: * see below Agents' commission: * see below Net proceeds to Eaton Corp. before expenses: $99,828,000 Selling agent: JPMorgan Trade date: June 21, 2005 Settlement date: June 24, 2005 Coupon: 4.65% per annum Interest Payment Dates: June 15 and December 15 commencing December 15, 2005 Stated Maturity Date: June 15, 2015 Regular Record Dates: Fifteenth day prior to each Interest Payment Date (whether or not a Business Day) Specified currency: US Dollars Redeemable by Eaton: No Repayable at the option of holder: No Form: /X/ Global note(s) / / Certified Discount rate: None Default rate: None OTHER PROVISIONS: Medium-Term Notes may be issued by Eaton in an aggregate principal amount of up to $350,000,000 or its equivalent in one or more foreign currencies or composite currencies. To date, including this offering, an aggregate of $200,000,000 of Medium-Term Notes has been issued. * JPMorgan, acting as principal, has agreed to purchase and Eaton has agreed to sell the Notes at 99.828% of their principal amount. JPMorgan may resell the Notes to one or more investors or to one or more broker-dealers (acting as principal for the purposes of resale) at varying prices related to prevailing market prices at the time of resale, as determined by JPMorgan. JPMorgan will receive a discount or commission equal to the difference between the resale prices and the proceeds to Eaton.