1
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 6th day of
February, 1998.
/s/ TERRY SANBORN
------------------------
Terry Sanborn
2
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
February, 1998.
/s/ ALIDA BREEN
-------------------------
Alida Breen
3
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
February, 1998.
/s/ MICHAEL W. GARDNER
----------------------------
Michael W. Gardner
4
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
February, 1998.
/s/ KENNETH P. FURLONG
----------------------------
Kenneth P. Furlong
5
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 6th day of
February, 1998.
/s/ David H. Montgomery
------------------------------
David H. Montgomery