ENGELHARD CORP
S-8, EX-24, 2000-06-19
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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                                                                    Exhibit 24

                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.




                                           /s/ Orin R. Smith
                                           ---------------------------
                                           Orin R. Smith




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.




                                            /s/ Linda G. Alvarado
                                            --------------------------
                                            Linda G. Alvarado




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                        /s/ Marion H. Antonini
                                        ----------------------------
                                        Marion H. Antonini




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                          /s/ William R. Loomis, Jr.
                                          ----------------------------
                                          William R. Loomis, Jr.




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                      /s/ James V. Napier
                                      ------------------------
                                      James V. Napier




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                       /s/ Norma T. Pace
                                       -----------------------
                                       Norma T. Pace




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                         /s/ Barry W. Perry
                                         ---------------------------
                                         Barry W. Perry




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                        /s/ Reuben F. Richards
                                        ----------------------------
                                        Reuben F. Richards




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                  /s/ Henry R. Slack
                                  ----------------------------
                                  Henry R. Slack




<PAGE>



                              ENGELHARD CORPORATION



                                Power of Attorney


     WHEREAS, the undersigned hereby appoints Arthur A. Dornbusch, II and Orin
R. Smith, or either of them individually, his/her true and lawful attorney or
attorneys with substitution and resubstitution, to execute in his/her name,
place or stead in his/her capacity as an officer or director or both of
Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, as amended, on Form S-8 relating to
the Company's Stock Option Plan of 1999 for Certain Key Employees and the
Company's Deferred Stock Plan for Nonemployee Directors and covering shares of
the Company's common stock ($1 par value), any amendments to such Registration
Statement (including post-effective amendments) and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments and other instruments with the Securities and
Exchange Commission, and hereby grants unto said attorneys the full power and
authority to do and perform every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as he/she might or
could do in person. The undersigned hereby ratifies and approves the actions of
said attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on June 1,
2000.



                                        /s/ Douglas G. Watson
                                        --------------------------
                                        Douglas G. Watson





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