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                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY



The undersigned, Textron Inc. ("Textron") a Delaware corporation, and the
undersigned directors and officers of Textron, do hereby constitute and appoint
Terrence O'Donnell, Arnold M. Friedman, Michael D. Cahn and Ann T. Willaman, and
each of them, with full powers of substitution, their true and lawful attorneys
and agents to do or cause to be done any and all acts and things and to execute
and deliver any and all instruments and documents which said attorneys and
agents, or any of them, may deem necessary or advisable in order to enable
Textron to comply with the Securities and Exchange Act of 1934, as amended, and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the filing of Textron's Annual Report on Form 10-K for the
fiscal year ended December 30, 2000, including specifically, but without
limitation, power and authority to sign the names of the undersigned directors
and officers in the capacities indicated below and to sign the names of such
officers on behalf of Textron to such Annual Report filed with the Securities
and Exchange Commission, to any and all amendments to such Annual Report, to any
instruments or documents or other writings in which the original or copies
thereof are to be filed as a part of or in connection with such Annual Report or
amendments thereto, and to file or cause to be filed the same with the
Securities and Exchange Commission; and each of the undersigned hereby ratifies
and confirms all that such attorneys and agents, and each of them, shall do or
cause to be done hereunder and such attorneys and agents, and each of them,
shall have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, Textron has caused this Power of Attorney to be
executed and delivered in its name and on its behalf by the undersigned duly
authorized officer and its corporate seal affixed, and each of the undersigned
has signed his or her name thereto, on this 28th day of February, 2001.

                                   TEXTRON INC.


                                        By: /s/ Lewis B. Campbell
                                            ------------------------------------
                                             Lewis B. Campbell
                                             Chairman, President and Chief
                                             Executive Officer

ATTEST:


/s/ Frederick K. Butler
- ---------------------------------
Frederick K. Butler
Vice President and Secretary



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/s/ Lewis B. Campbell                    /s/ Lord Powell of Bayswater KCMG
- ---------------------------------       ----------------------------------------
Lewis B. Campbell                       Lord Powell of Bayswater KCMG
Chairman and Chief Executive            Director
Officer, Director


/s/ John A. Janitz                      /s/ Brian H. Rowe
- ---------------------------------       ----------------------------------------
John A. Janitz                          Brian H. Rowe
President and Chief Operating           Director
Officer, Director


/s/ H. Jesse Arnelle                    /s/ Sam F. Segnar
- ---------------------------------       ----------------------------------------
H. Jesse Arnelle                        Sam F. Segnar
Director                                Director


/s/ Teresa Beck                         /s/ Martin D. Walker
- ---------------------------------       ----------------------------------------
Teresa Beck                             Martin D. Walker
Director                                Director


/s/ Stuart Dickson                      /s/ Thomas B. Wheeler
- ---------------------------------       ----------------------------------------
R. Stuart Dickson                       Thomas B. Wheeler
Director                                Director


/s/ Lawrence K. Fish                    /s/ Theodore R. French
- ---------------------------------       ----------------------------------------
Lawrence K. Fish                        Theodore R. French
Director                                Executive Vice President
                                        and Chief Financial Officer
                                        (principal financial officer)
/s/ Joe Ford
- ---------------------------------
Joe T. Ford
Director                                /s/ Richard L. Yates
                                        ----------------------------------------
                                        Richard L. Yates
                                        Vice President and Controller
/s/ Paul E. Gagne                       (principal accounting officer)
- ---------------------------------
Paul E. Gagne
Director


/s/ John D. Macomber
- ---------------------------------
John D. Macomber
Director