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Page 5                                                               EXHIBIT 24

                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed
hereto has made, constituted and appointed, and does hereby make, constitute and
appoint, J. ROBERT HORST, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M. O'LOUGHLIN
OR JANE W. GRISWOLD his or her true and lawful attorney, for him or her and in
his or her name, place and stead to affix, 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 (the "Corporation"), to any and all
registration statements and any amendments thereto filed with the Securities and
Exchange Commission for the purpose of registering the Corporation's Common
Shares and/or participation interests issuable or issued in connection with the
following employee benefit plans:

                  Aeroquip-Vickers Savings and Profit Sharing Plan
                  Incentive Compensation Deferral Plan

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 registration statement or
amendment filed after December 31, 2001.

         IN WITNESS WHEREOF, this Power of Attorney has been signed at
Pittsburgh, Pennsylvania, this 28th day of February, 2001.



 /s/ Alexander M. Cutler                  /s/ Adrian T. Dillon
-------------------------------------    ---------------------
Alexander M. Cutler, Chairman and        Adrian T. Dillon, Executive Vice
Chief Executive Officer;                 President--Chief Financial and Planning
Principal Executive Officer; Director    Officer; Principal Financial Officer


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


 /s/ Ernie Green                          /s/ Ned C. Lautenbach
-------------------------------------    ----------------------
Ernie Green, Director                    Ned C. Lautenbach


 /s/ Deborah L. McCoy                     /s/ John R. Miller
------------------------------------     -------------------
Deborah L. McCoy, Director               John R. Miller, Director


                                          /s/ Victor A. Pelson
                                         ---------------------
                                         Victor A. Pelson, Director


 /s/ A. William Reynolds                  /s/ Gary L. Tooker
------------------------------------     -------------------
A. William Reynolds, Director            Gary L. Tooker, Director