EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ___________, 1999.
_____________________________
Brian D. Finn
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of _____________, 1999.
______________________________
Allan M. Kline
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of _____________, 1999.
______________________________
John R. Peeler
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ______________, 1999.
_____________________________
Charles P. Pieper
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
__________________________________
John F. Reno
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of _______________, 1999.
___________________________________
Joseph L. Rice, III
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
________________________________
Ned C. Lautenbach
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
_______________________________
Brian H. Rowe
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
__________________________________
Brian H. Rowe