SMC Corp – ‘S-8’ on 5/23/97 – EX-24.1

As of:  Friday, 5/23/97   ·   Effective:  5/23/97   ·   Accession #:  893877-97-332   ·   File #:  333-27713

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     31K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of Stoel Rives                                 1      7K 
 3: EX-23.1     Consent of Independent Accountants                     1      5K 
 4: EX-24.1     Power of Attorney                                      1      7K 

EX-24.1   —   Power of Attorney

                                                            EXHIBIT 24.1

 POWER OF ATTORNEY
 -----------------
 (1994 Stock Incentive Plan)

 KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of SMC CORPORATION, does hereby constitute and appoint MATHEW M.       
PERLOT, PAUL M. BROWN, JR., and L. MICHAEL CARY and any of them, his or her true
and lawful attorney and agent to do any and all acts and things and to execute  
in his or her name (whether on behalf of SMC Corporation or as an officer or    
director of said Company, or otherwise) any and all instruments which said      
attorney and agent may deem necessary or advisable in order to enable SMC       
Corporation to comply with the Securities Act of 1933, as amended, and any      
requirements of the Securities and Exchange Commission in respect thereof, in   
connection with the registration under the Securities Act of 1933, as amended,  
of shares of Common Stock of SMC Corporation issuable pursuant to the 1994 Stock
Incentive Plan, including specifically, but without limitation thereto, power   
and authority to sign his or her name (whether on behalf of SMC Corporation or  
as an officer or director of said Company, or otherwise) to a Registration      
Statement on Form S-8 and any amendment thereto (including any post-effective   
amendment) or application for amendment thereto in respect to such Common Stock 
or any exhibits filed therewith; and to file the same with the Securities and   
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.          

DATED:  May 20, 1997                                                            

MATHEW M. PERLOT                             PAUL M. BROWN, JR.                 
-----------------------------------          ---------------------------------- 
Mathew M. Perlot                             Paul M. Brown, Jr.                 

LAWRENCE S. BLACK                            L. MICHAEL CARY                    
-----------------------------------          ---------------------------------- 
Lawrence S. Black                            L. Michael Cary                    

CURTIS W. LAWLER                             CONNIE M. PERLOT                   
-----------------------------------          ---------------------------------- 
Curtis W. Lawler                             Connie M. Perlot                   

MILTON L. RAY                                JIM L. TRAUGHBER                   
-----------------------------------          ---------------------------------- 
Milton L. Ray                                Jim L. Traughber                   

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		5/23/97		None on these Dates
		5/20/97
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