EXHIBIT 24
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Sumner M. Redstone
---------------------------
Sumner M. Redstone
1
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ George S. Abrams
--------------------------
George S. Abrams
2
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Ken Miller
--------------------------
Ken Miller
3
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Brent D. Redstone
----------------------------
Brent D. Redstone
4
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ William Schwartz
---------------------------
William Schwartz
5
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Ivan Seidenberg
-------------------------
Ivan Seidenberg
6
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Frederic V. Salerno
---------------------------
Frederic V. Salerno
7
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for her and in
her name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Shari Redstone
-----------------------------
Shari Redstone
8
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ Steven R. Berrard
--------------------------
Steven R. Berrard
9
VIACOM INC.
VIACOM INTERNATIONAL INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., a Delaware corporation ("Viacom"), and VIACOM INTERNATIONAL
INC., a Delaware corporation (the "Company"), hereby constitutes and appoints
Philippe P. Dauman and Michael D. Fricklas his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign (1) on behalf of
the Company, a registration statement on Form S-4, 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 supplements to the Offering Circular - Prospectus contained therein,
and any and all instruments, registration statements and documents filed as a
part of or in connection with the said registration statement or amendments
thereto or supplements or amendments to such Offering Circular - Prospectus,
covering the offering and issuance of shares of the Company's Class A Common
Stock and Series A Preferred Stock (the "Securities") to be issued in connection
with the proposed exchange offer for shares of Viacom Inc. Class A Common Stock
and/or Class B Common Stock, (2) on behalf of Viacom, a Schedule 13E-4 relating
to the Securities to be filed by Viacom with the Commission under the Securities
Exchange Act of 1934, as amended, and any and all instruments and documents
filed as part of or in connection with such Schedule 13E-4 or amendments
thereto, (3) any registration statements or reports relating to the Securities
to be filed by the Company or Viacom 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 a part of or in connection with such registration statements, schedules or
reports or amendments thereto, and (4) any documents in connection with the
Parents Agreement among Viacom Inc., Tele-Communications, Inc. and TCI
Communications, Inc., the Implementation Agreement among the Company and Viacom
International Services Inc., the Subscription Agreement among the Company,
Tele-Communications, Inc. and TCI Communications Inc. and related agreements
thereto and any transactions contemplated thereby; 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 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 16th day of
November, 1995.
/s/ George D. Johnson, Jr.
----------------------------
George D. Johnson, Jr.