APPENDIX C


                                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
J. ROBERT HORST, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M. O'LOUGHLIN, 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 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 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 Cleveland,
Ohio, this 11th day of August, 2003.

                                        /s/ Robert L. Sell
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                                        Robert L. Sell