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, DAVID M. O'LOUGHLIN, LIZBETH L. WRIGHT,
SUZANNE K. HANSELMAN, JANET A. SPREEN AND KATHLEEN S. O'CONNOR, 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 or 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 whatsoever
necessary to be done, 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 revoke any Power of Attorney previously executed by
the undersigned regarding the filing of Forms 3, 4, 5 or 144 with the Securities
and Exchange Commission for transactions in Eaton securities, but this
revocation does not invalidate any actions taken pursuant to any prior Powers of
Attorney.

This Power of Attorney shall expire on the date the undersigned is no longer
required to file Forms 3, 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 by the undersigned prior thereto.

IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio,
this 30th day of March, 2007.

/s/ Mark M. McGuire
Mark M. McGuire