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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints D. Lee Tobler, Jon V. Heider and Nicholas J.
Calise, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, in his or her name and
on his or her behalf, to do any and all acts and things and to execute any and
all instruments which they may deem necessary or advisable to enable The
B.F.Goodrich Company (the "Company") to comply with the Securities Act of 1933
(the "Act") and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of (i) preferred securities ("QIPS") to be issued by a
special-purpose trust or limited partnership, (ii) the guarantee under
certain circumstances by the Company of the QIPS and (iii) junior
subordinated debt to be issued by the Company in an aggregate principal amount
not to exceed $126.5 million, including power and authority to sign his or her
name in any and all capacities (including his or her capacity as a Director
and/or Officer of the Company) to one or more registration statements on Form
S-3, or such other available form as may be approved by officers of the
Company, and to any and all amendments, including post-effective amendments, to
such registration statements, and to any and all instruments or documents filed
as part of or in connection with such registration statements or any amendments
thereto; and the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents the
respective date indicated.
/s/Jeanette Grasselli Brown 5/24/95 /s/George A. Davidson, Jr. 5/25/95
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(Jeanette Grasselli Brown) (George A. Davidson, Jr.)
Director Director
/s/James J. Glasser 5/25/95 /s/Thomas H. O'Leary 5/25/95
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(James J. Glasser) (Thomas H. O'Leary)
Director Director
/s/John D. Ong 5/25/95 /s/Joseph A. Pichler 5/25/95
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(John D. Ong) (Joseph A. Pichler)
Chairman of the Board, Chief Executive Director
Officer, President and Director
(Principal Executive Officer)
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/s/Alfred M. Rankin, Jr. 5/26/95 /s/Steven G. Rolls 5/25/95
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(Alfred M. Rankin, Jr.) (Steven G. Rolls)
Director Vice President and Controller
(Principal Accounting Officer)
/s/Ian M. Ross 5/25/95 /s/D. Lee Tobler 5/24/95
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(Ian M. Ross) (D. Lee Tobler)
Director Executive Vice President
and Director
(Principal Financial Officer)
/s/William L. Wallace 5/26/95 5/ /95
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(William L. Wallace) (John L. Weinberg)
Director Director
/s/A. Thomas Young 5/25/95
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(A. Thomas Young)
Director