Exhibit 24
Power of Attorney
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Lisa W. Cornehl, Craig K. Terrell and Matthew I.
Brodsky, or any of them acting singly, and with full power of substitution
and re-substitution, the undersigned's true and lawful attorney-in-fact
(each of such persons and their substitutes being referred to herein as the
"Attorney-in-Fact"), with full power to act for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to:
Commission ("SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with
the SEC of reports required or considered by the Attorney-in-Fact
to be advisable under Section 13 or Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act") or any rule or regulation
of the SEC;
"account administrator" or "user" (as such terms are defined in
Regulation S-T) with respect to the undersigned's EDGAR account,
including authorizing and managing other users and delegated
entities, and taking any other action on EDGAR necessary or
advisable in connection with the undersigned's filing
obligations under Section 13 or Section 16 of the Exchange Act;
Corporation (the "Company"), and/or any national securities
exchange on which the Company's securities are listed any and all
reports (including any amendments thereto) the undersigned is
required to file with the SEC, or which the Attorney-in-Fact
considers it advisable to file with the SEC, under Section 13
or Section 16 of the Exchange Act or any rule or regulation
thereunder, or under Rule 144 under the Securities Act of 1933
("Rule 144"), with respect to any security of the Company,
including Forms 3, 4 and 5, Schedules 13D and 13G, and
Forms 144; and
behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any
brokers, dealers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such third party to release
any such information to the Attorney-in-Fact; and
Rule 302 of Regulation S-T in connection with any electronic submission
of a document with the U.S. Securities and Exchange Commission
(the "Commission"), the use of such electronic signature shall
constitute the legal equivalent of the Attorney-in-Fact's manual
signature for purposes of authenticating the undersigned's electronic
signature to any filing with the Commission for which it is provided.
The undersigned acknowledges that:
Attorney-in-Fact to act in his or her discretion on information
provided to such Attorney-in-Fact without independent verification of