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EXHIBIT 24.1
GENESEE & WYOMING INC.
Officers' and Directors' Power of Attorney
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being Directors or
Officers of Genesee & Wyoming Inc., a Delaware corporation (the "Corporation"),
which anticipates filing with the Securities and Exchange Commission (the
"Commission"), under the provisions of the Securities Act of 1933, as amended
(the "Act"), a Registration Statement on Form S-8 or a Post-Effective Amendment
to the Corporation's previously filed Registration Statement on Form S-8
(collectively, the "Registration Statement") to reflect Amendment No. 4 to the
Genesee & Wyoming Inc. 1996 Stock Option Plan, and to register under the Act all
of the additional shares of the Corporation's Class A Common Stock issuable as a
result thereof, DO HEREBY constitute and appoint Mortimer B. Fuller, III, Mark
W. Hastings, John C. Hellmann and Alan R. Harris, and each of them, the
attorneys of the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned:
(1) to sign and file on behalf of the undersigned the Registration
Statement and any and all amendments thereto, any and all exhibits thereto and
any and all applications or other documents to be filed with the Commission
pertaining to the securities covered by the Registration Statement, with full
power and authority to do and perform any and all acts and things whatsoever
under and in accordance with the Act and the rules and regulations promulgated
thereunder by the Commission, hereby ratifying and approving the acts of such
attorney or attorneys, or any such substitute or substitutes; and
(2) to take any and all action which they may deem necessary or
desirable to register or qualify the Corporation and further to register or
qualify the securities of the Corporation under the Blue Sky or securities laws
of such states as they may deem necessary and desirable, and in connection
therewith to prepare, execute, acknowledge and file such applications,
certificates, affidavits, covenants, consents to service of process and other
documents as such attorneys may deem necessary or desirable.
This Instrument may be executed in several counterparts, each of which
shall be an original but all of which together shall constitute one and the same
Instrument.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the respective dates set forth below.
Dated: April 14, 2000 /s/ Mortimer B. Fuller, III
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Mortimer B. Fuller, III
Chairman of the Board and
Chief Executive Officer
Dated: April 14, 2000 /s/ John C. Hellmann
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John C. Hellmann
Chief Financial Officer
Dated: April 14, 2000 /s/ Alan R. Harris
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Alan R. Harris
Senior Vice President and
Chief Accounting Officer
Dated: April 14, 2000 /s/ James M. Fuller
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James M. Fuller, Director
Dated: April 14, 2000 /s/ Louis S. Fuller
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Louis S. Fuller, Director
Dated: April 14, 2000 /s/ Robert M. Melzer
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Robert M. Melzer, Director
Dated: April 14, 2000 /s/ John M. Randolph
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John M. Randolph, Director
Dated: April 14, 2000 /s/ Philip J. Ringo
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Philip J. Ringo, Director
Dated: April 14, 2000 /s/ M. Douglas Young
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M. Douglas Young, Director
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State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came Mortimer B.
Fuller, III, to me known and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Marilyn C. Hansen
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Notary Public
State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came John C.
Hellmann, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
------------------------------------
Notary Public
State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came Alan R.
Harris, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
------------------------------------
Notary Public
3
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State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came James M.
Fuller, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
------------------------------------
Notary Public
State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came Louis S.
Fuller, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
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Notary Public
State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came Robert M.
Melzer, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
------------------------------------
Notary Public
4
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State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came John M.
Randolph, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
------------------------------------
Notary Public
State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came Philip J.
Ringo, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
------------------------------------
Notary Public
State of Arizona )
) ss:
County of Maricopa )
On this 14/th/ day of April, 2000, before me personally came M. Douglas
Young, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s/ Marilyn C. Hansen
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Notary Public
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