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                                EATON CORPORATION
                         2007 ANNUAL REPORT ON FORM 10-K
                                   ITEM 15(B)
                                   EXHIBIT 24
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed below
has made, constituted and appointed, and by this instrument does make,
constitute and appoint, Richard H. Fearon, Billie K. Rawot or William J. Nowak
his or her true and lawful attorney, for him or her and in his or her name,
place and stead to subscribe, as attorney-in-fact, his or her signature as
Director or Officer or both, as the case may be, of Eaton Corporation, an Ohio
corporation, to its Annual Report on Form 10-K for the year ended December 31,
2007 pursuant to the Securities Exchange Act of 1934, and to any and all
amendments to that Annual Report, hereby giving and granting unto each such
attorney-in-fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in the premises, as fully as he or she might or
could do if personally present, hereby ratifying and confirming all that each
such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     This Power of Attorney shall not apply to any Annual Report on Form 10-K or
amendment thereto filed after December 31, 2008.

     IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland,
Ohio this 23rd day of January, 2008.

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<S>                                     <C>        <C>                                        <C>


/s/ Alexander M. Cutler                            /s/ Richard H. Fearon
-------------------------------------              ----------------------------------------
Alexander M. Cutler, Chairman                      Richard H. Fearon,
and Chief Executive Officer;                       Executive Vice President--Chief
President; Principal Executive                     Financial and Planning Officer;
Officer; Director                                  Principal Financial Officer


/s/ Billie K. Rawot
-------------------------------------
Billie K. Rawot,
Vice President and Controller;
Principal Accounting Officer


/s/ Christopher M. Connor                          /s/ Michael J. Critelli
-------------------------------------              ----------------------------------------
Christopher M. Connor                   Director   Michael J. Critelli                        Director


/s/ Charles E. Golden                              /s/ Ernie Green
-------------------------------------              ----------------------------------------
Charles E. Golden                       Director   Ernie Green                                Director


                                                   /s/ Deborah L. McCoy
-------------------------------------              ----------------------------------------
Ned C. Lautenbach                       Director   Deborah L. McCoy                           Director


/s/ John R. Miller                                 /s/ Gregory R. Page
-------------------------------------              ----------------------------------------
John R. Miller                          Director   Gregory R. Page                            Director


                                                   /s/ Gary L. Tooker
-------------------------------------              ----------------------------------------
Victor A. Pelson                        Director   Gary L. Tooker                             Director
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