POWER OF ATTORNEY



Know all by these presents, that  the undersigned hereby constitutes  and

appoints each of Donald E. Miller  and Mary L. Shaw, 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 and/or director of THE FAIRCHILD

CORPORATION (the "Company"), any documents necessary to facilitate

the filing of all reports required in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder, including but

not limited to Forms 3, 4, and 5, (collectively, the "SEC Forms"), and any

other forms or reports the undersigned may be required to file in

connection with the undersigned's ownership, acquisition, or disposition

of securities of the Company;



(2)  do and perform any and all acts for and on behalf of the under-

signed which may be necessary or desirable to complete and execute any

SEC Forms or other form or report, and timely file such form or report

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 by, 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 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 foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power

of Attorney to be executed as of this 23rd day of September, 2008.



/s/ Benjamin S. Steiner

Signature



Print name:  Benjamin S. Steiner