POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:  That the undersigned has made, constituted and
appointed, and by this instrument does make, constitute and appoint, each of
MARK M. McGUIRE, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M. OLOUGHLIN, LIZBETH
L. WRIGHT, GORDON S. KAISER, ANTHONY M. SMITS, CIPRIANO BEREDO, SEAN PEPPARD AND
CLAUDIA TALLER, acting individually, as 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, the signature of the undersigned to reports to the Securities
and Exchange Commission on Forms 3, 4 ,5 and 144 with respect to transactions or
holdings by the undersigned in equity securities issued by Eaton Corporation, an
Ohio corporation, and to any and all amendments to such reports, 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 the undersigned 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 expire on the date the undersigned is no longer
required to file Form 4, 5 or 144 reports with the Securities and Exchange
Commission with respect to holdings of and transactions in securities issued by
Eaton Corporation, unless revoked in writing prior thereto.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Eaton Center,
Cleveland, Ohio, as of the 24th day of April, 2006.




	/s/ Richard D. Holder
	Richard D. Holder