EX-24.1 2 rrd188237_212293.htm POWER OF ATTORNEY rrd188237_212293.html
                                      POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and appoints each
of Marc C. Krantz and Michele L. Hoza signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer,
director and/or 10% stockholder of Hawk Corporation, a Delaware corporation
(the "Company"), Forms 3, 4 and 5 (or any successors thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder, as may be amended from time
to time;

(2)	do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5 (or any successors
thereto) and timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required of, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary, or proper to
be done in the exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 (or any successors thereto) with respect to
the undersigned's holdings of, and transactions in, securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of June 6, 2008.

                                                     /s/ Richard T. Marabito
                                                    Richard T. Marabito