EXHIBIT 24
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/George S.Abrams
-------------------
George S. Abrams
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/David R. Andelman
---------------------
David R. Andelman
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/George H. Conrades
-----------------------
George H. Conrades
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Philippe P. Dauman
----------------------
Philippe P. Dauman
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/William H. Gray III
-------------------------
William H. Gray III
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Jan Leschly
--------------------
Jan Leschly
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/David T. McLaughlin
------------------------
David T. McLaughlin
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Ken Miller
-----------------
Ken Miller
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Leslie Moonves
-------------------------
Leslie Moonves
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Brent D. Redstone
---------------------
Brent D. Redstone
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Shari Redstone
-------------------
Shari Redstone
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Frederic V. Salerno
----------------------
Frederic V. Salerno
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/William Schwartz
-----------------------
William Schwartz
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Ivan Seidenberg
-----------------------
Ivan Seidenberg
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Patty Stonesifer
------------------------
Patty Stonesifer
VIACOM INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned director of VIACOM INC., (the "Company"), hereby
constitutes and appoints Michael D. Fricklas and Mark C.
Morril, 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 (1) a
registration statement or statements on Form S-8, or such
other form as may be recommended by counsel, to be filed
with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective
amendments thereto, and any and all post-effective
amendments to registration statements or statements on Form
S-8 previously filed with the Commission, and any and all
instruments and documents filed as a part of or in
connection with the said registration statement or
amendments thereto, with respect to the Company's benefit
and incentive plans, and (2) any registration statements,
reports and applications relating thereto to be filed by the
Company with the Commission and/or any national securities
exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection
with such registration statements or reports or amendments
thereto; granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name
this 20th day of December, 2000.
/s/Robert Walter
----------------------
Robert Walter