EXHIBIT 24
POWER OF ATTORNEY
1998 EMPLOYEE STOCK PURCHASE PLAN
The undersigned directors and officers of NATIONAL COMPUTER
SYSTEMS, INC. hereby constitute and appoint J. W. Fenton, Jr. their true and
lawful attorney-in-fact and agent, for each of them and in their name, place and
stead, in any and all capacities (including without limitation, as Director
and/or principal Executive Officer, principal Financial Officer, principal
Accounting Officer or any other officer of the Company), to sign a registration
statement, and any and all amendments thereto, including post-effective
amendments, on Form S-8 relating to the issuance of Common Stock of National
Computer Systems, Inc. pursuant to its National Computer Systems, Inc. 1998
EMPLOYEE STOCK PURCHASE PLAN, which is to be filed with the Securities and
Exchange Commission, with all exhibits thereto, and any and all documents in
connection therewith, hereby granting unto said attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done, and hereby ratifying and confirming all that said
attorney-in-fact and agent may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands this 21st day of May, 1998.
/s/ Russell A Gullotti /s/ Stephen G. Shank
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Russell A. Gullotti Stephen G. Shank
/s/ David C. Cox /s/ John E. Steuri
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David C. Cox John E. Steuri
/s/ Jean B. Keffeler /s/ Jeffrey W. Taylor
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Jean B. Keffeler Jeffrey W. Taylor
/s/ Moses S. Joseph
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Moses S. Joseph