EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and
Directors of Visual Networks, Inc., a Delaware corporation (the "Corporation"),
hereby constitute and appoint Scott E. Stouffer, Peter J. Minihane and Nancy A.
Spangler, and each of them, the true and lawful agents and attorneys-in-fact of
the undersigned with full power and authority in said agents and
attorneys-in-fact, and in any one or more of them, to sign for the undersigned
and in their respective names as Officers and as Directors of the Corporation, a
Registration Statement on Form S-8 (or other appropriate form) relating to the
proposed issuance of Common Stock and other securities pursuant to the exercise
of stock options granted under the Visual Networks, Inc. 2000 Stock Incentive
Plan (or any and all amendments, including post-effective amendments, to such
Registration Statement) and file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
and with full power of substitution; hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Scott E. Stouffer Chairman of the Board of Directors, President and May 30, 2000
--------------------------------- Chief Executive Officer
Scott E. Stouffer (Principal Executive Officer)
/s/ Peter J. Minihane Executive Vice President, Chief Operating May 30, 2000
--------------------------------- Officer, Chief Financial Officer,
Peter J. Minihane Treasurer and Director
(Principal Accounting and Financial Officer)
Director
---------------------------------
Grant G. Behrman
Director
---------------------------------
Marc F. Benson
/s/ Theodore R. Joseph Director May 26, 2000
---------------------------------
Theodore R. Joseph
/s/ Ted H. McCourtney Director May 30, 2000
---------------------------------
Ted H. McCourtney
Director
---------------------------------
Thomas A. Smith
/s/ William J. Smith Director May 29, 2000
---------------------------------
William J. Smith
/s/ Kam M. Saifi Director May 26, 2000
---------------------------------
Kam M. Saifi
</TABLE>
