EXHIBIT 24
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 25th day of March, 2004.
Signature: /s/ Mark Chenoweth
-------------------
Print Name: Mark Chenoweth
ACS Stores, LLC
America's Country Stores, LLC
America's Country Stores Holdings, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Mike Doyle
---------------
Print Name: Mike Doyle
ACS Stores, LLC
America's Country Stores, LLC
America's Country Stores Holdings, LLC
PMI Agriculture, LLC
PMI Nutrition International, LLC
PMI Nutrition, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Robert DeGregorio
---------------------
Print Name: Mark Chenoweth
ACS Stores, LLC
AG2AG, LLC
America's Country Stores Holdings, LLC
Land O'Lakes Farmland Feed LLC
Nutra-Blend, LLC
PMI Agriculture, LLC
PMI Nutrition International, LLC
PMI Nutrition, LLC
Purina Mills, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 26th day of March, 2004.
Signature: /s/ Thomas Verdoorn
-------------------
Print Name: Thomas Verdoorn
Advanced Business Concepts International, LLC
Land O'Lakes International Development Corporation
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 17th day of March, 2004.
Signature: /s/ Peter Simonse
-----------------
Print Name: Peter Simonse
Advanced Business Concepts International, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Christopher Policinski
--------------------------
Print Name: Christopher Policinski
Advanced Business Concepts International, LLC
Northwest Food Products Company, Inc.
Land O'Lakes International Development Corporation
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 17th day of March, 2004.
Signature: /s/ Mark Wilberts
-----------------
Print Name: Mark Wilberts
AG2AG, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Duane Halverson
-------------------
Print Name: Duane Halverson
AG2AG, LLC
Land O'Lakes Farmland Feed LLC
LOL Holdings II, Inc.
Research Seeds, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Gary Swoverland
-------------------
Print Name: Gary Swoverland
Agricultural Indemnity Insurance Company
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 29th day of March, 2004.
Signature: /s/ Jeff Price
--------------
Print Name: Jeff Price
Agricultural Indemnity Insurance Company
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 26th day of March, 2004.
Signature: /s/ Chris Varin
---------------
Print Name: Chris Varin
Agricultural Indemnity Insurance Company
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 26th day of March, 2004.
Signature: /s/ Sharon Hoerth
-----------------
Print Name: Sharon Hoerth
Alliance Milk Products, LLC
Milk Products, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 23rd day of March, 2004.
Signature: /s/ Frank Goode
---------------
Print Name: Frank Goode
Alliance Milk Products, LLC
Milk Products, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Paul Siler
--------------
Print Name: Paul Siler
Alliance Milk Products, LLC
Milk Products, LLC
Nutra-Blend, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 25th day of March, 2004.
Signature: /s/ Rick Bowen
--------------
Print Name: Rick Bowen
Alliance Milk Products, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of March, 2004.
Signature: /s/ Richard Poeppel
-------------------
Print Name: Richard Poeppel
Alliance Milk Products, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 2nd day of April, 2004.
Signature: /s/ Jerry Booren
----------------
Print Name: Jerry Booren
Diamond Cross, LLC
Golden State Feeds, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Carol Kitchen
-----------------
Print Name: Carol Kitchen
Diamond Cross, LLC
Golden State Feeds, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Paul Cameron
----------------
Print Name: Paul Cameron
Diamond Cross, LLC
Golden State Feeds, LLC
Thomas Products, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Maurie Cashman
------------------
Print Name: Maurie Cashman
FMR, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 17th day of March, 2004.
Signature: /s/ Pete Petersen
-----------------
Print Name: Pete Petersen
FMR, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 17th day of March, 2004.
Signature: /s/ Jim Wahrenbrock
-------------------
Print Name: Jim Wahrenbrock
FMR, Inc.
Land O'Lakes Farmland Feed LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 27th day of March, 2004.
Signature: /s/ Mark McCaslin
-----------------
Print Name: Mark McCaslin
Forage Genetics, Inc.
Research Seeds, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of March, 2004.
Signature: /s/ Peter Janzen
----------------
Print Name: Peter Janzen
Forage Genetics, Inc.
L.L. Olds Seed Company
Michigan State Seed Company
Seed Research, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Fernando Palacios
---------------------
Print Name: Fernando Palacios
Golden Valley Dairy Products
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Alan Pierson
----------------
Print Name: Alan Pierson
Golden Valley Dairy Products
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 25th day of March, 2004.
Signature: /s/ Robert Brown
----------------
Print Name: Robert Brown
Golden Valley Dairy Products
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 25th day of March, 2004.
Signature: /s/ Dave Seehusen
-----------------
Print Name: Dave Seehusen
L.L. Olds Seed Company
Research Seeds, Inc.
Seed Research, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Robert Terry
----------------
Print Name: Robert Terry
Land O'Lakes Farmland Feed LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ Steve Rhodes
----------------
Print Name: Steve Rhodes
Land O'Lakes Farmland Feed LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ John Gherty
---------------
Print Name: John Gherty
Land O'Lakes Holdings, Inc.
Land O'Lakes International Development Corporation
North Coast Fertilizer II, Inc.
Realty LOL, Inc.
Research Seeds, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 5th day of April, 2004.
Signature: /s/ Brian Roesler
-----------------
Print Name: Brian Roesler
LOL Power, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 26th day of March, 2004.
Signature: /s/ Don Berg
------------
Print Name: Don Berg
Northwest Food Products Company, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Paul Delperdang
-------------------
Print Name: Paul Delperdang
Northwest Food Products Company, Inc.
Northwest Food Products Transportation, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Jim Sleper
--------------
Print Name: Jim Sleper
Northwest Food Products Transportation, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 17th day of March, 2004.
Signature: /s/ Jim Hahn
------------
Print Name: Jim Hahn
Northwest Food Products Transportation, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 18th day of March, 2004.
Signature: /s/ Mike Osborne
----------------
Print Name: Mike Osborne
Nutra-Blend, LLC
Thomas Products, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ David Hoogmoed
------------------
Print Name: David Hoogmoed
PMI Agriculture, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 31st day of March, 2004.
Signature: /s/ Glenn Shields
-----------------
Print Name: Glenn Shields
PMI Agriculture, LLC
PMI Nutrition International, LLC
PMI Nutrition, LLC
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 31st day of March, 2004.
Signature: /s/ Mike Robinson
-----------------
Print Name: Mike Robinson
Seed Research, Inc.
CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF LAND O'LAKES, INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of certain
direct/indirect subsidiaries of Land O'Lakes, Inc., does hereby make,
constitute, and appoint John E. Gherty and Daniel Knutson, and each or any of
them, the undersigned's true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place, and stead, to sign and affix the undersigned's name
as such director and/or officer of said Corporation to a Registration Statement
on Form S-4 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act") to be filed by Land O'Lakes, Inc.
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of securities proposed to be exchanged for
securities issued privately by Land O'Lakes, Inc., and file the same, with all
exhibits thereto and other supporting documents pertaining to the registration
of the securities covered thereby, with said Commission, granting unto said
attorneys-in-fact and agents, and each or any of them, full power and authority
to do and perform each and every act and thing requisite and necessary or
incidental to the performance and execution of the powers herein expressly
granted, to be done in and about the premises, as fully 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, or either or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 22nd day of March, 2004.
Signature: /s/ John Peters
---------------
Print Name: John Peters
Thomas Products, LLC