EXHIBIT 99.24.2

                                POWER OF ATTORNEY



                                  EXHIBIT 24.2

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Craig R. Smith, constitutes and appoints
Mark S. Flynn, Marc C. Breslawsky, Joseph D. Skrzypczak and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which said attorneys-in-fact and
agents may deem necessary or advisable in order to enable the Registrant to
comply with the 1933 Act and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing with the Securities
and Exchange Commission of the registration statement on Form S-8 under the 1933
Act (Registration No. 333-74778), including specifically but without limitation,
power and authority to sign the name of the undersigned to such registration
statement, and any amendments to such registration statement (including
post-effective amendments), and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, to sign any and all applications, registration statements, notices
or other documents necessary or advisable to comply with applicable state
securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

    /s/ Craig R. Smith
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Craig R. Smith

Dated:  September 27, 2002