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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of General Electric Company, a New York corporation (the
"Company"), hereby constitutes and appoints Benjamin W. Heineman, Jr., Keith S.
Sherin, Philip D. Ameen, and Robert E. Healing, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign one or more Registration Statements under the
Securities Act of 1933, as amended, on Form S-4 or such other form as such
attorneys-in-fact, or any of them, may deem necessary or desirable, any
amendments thereto, and all post-effective amendments and supplements to such
registration statement, for the registration of securities including common
stock to be offered and sold in connection with the merger of a wholly owned
subsidiary of the Company into Honeywell International Inc. in a transaction
that will result in Honeywell International Inc. becoming a wholly owned
subsidiary of the Company, in such forms as they or any one of them may approve,
and to file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or resubstitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand
this day of November, 2000.
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<S> <C>
/s/ JOHN F. WELCH, JR. /s/ KEITH S. SHERIN
John F. Welch, Jr. Keith S. Sherin
Chairman of the Board Senior Vice President
(Principal Executive Officer and Finance (Principal Financial Officer)
Director)
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/s/ PHILIP D. AMEEN
------------------------------
Philip D. Ameen
Vice President and Comptroller
(Principal Accounting Officer)
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A MAJORITY OF THE BOARD OF DIRECTORS
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<S> <C>
/s/ JAMES I. CASH, JR. /s/ SCOTT G. MCNEALY
-------------------------------------- --------------------------------------
James I. Cash, Jr. Scott G. McNealy
Director Director
/s/ SILAS S. CATHCART /s/ GERTRUDE G. MICHELSON
-------------------------------------- --------------------------------------
Silas S. Cathcart Gertrude G. Michelson
Director Director
/s/ DENNIS D. DAMMERMAN /s/ SAM NUNN
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Dennis D. Dammerman Sam Nunn
Director Director
/s/ PAOLO FRESCO
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Paolo Fresco Roger S. Penske
Director Director
/s/ ANN M. FUDGE
-------------------------------------- --------------------------------------
Ann M. Fudge Frank H. T. Rhodes
Director Director
/s/ CLAUDIO X. GONZALEZ /s/ ANDREW C. SIGLER
-------------------------------------- --------------------------------------
Claudio X. Gonzalez Andrew C. Sigler
Director Director
/s/ ANDREA JUNG /s/ DOUGLAS A. WARNER III
-------------------------------------- --------------------------------------
Andrea Jung Douglas A. Warner III
Director Director
-------------------------------------- --------------------------------------
Kenneth G. Langone Robert C. Wright
Director Director
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