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
Post-Effective Amendment No. 1 on Form S-8 to the registration statement on Form
S-4 (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 Avesta Technologies, Inc. 1996 Stock Plan, as amended and assumed by
Visual Networks, Inc. (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 26, 2000
---------------------------------
Ted H. McCourtney
Director
---------------------------------
Thomas A. Smith
/s/ William J. Smith Director May 26, 2000
---------------------------------
William J. Smith
Director
---------------------------------
Kam M. Saifi
</TABLE>
