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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his
or her true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign a Registration
Statement on Form S-8 pursuant to the Securities Act of 1933 in order to
register 7,000,000 shares of the Corporation's Common Stock under said Act for
issuance under the Corporation's 1996 Long-Term Stock Incentive Plan and
3,000,000 shares of the Corporation's Common Stock under the 1998 Goals Stock
Option Plan, and any or all amendments to such Registration Statement, including
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies and confirms all his or
her said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Witness our signatures set forth below:
Title Date
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/s/ Gayle O. Averyt Director October 10, 1997
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Gayle O. Averyt
/s/ Robert E. Dillon, Jr. Director October 10, 1997
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Robert E. Dillon
/s/ Gwain H. Gillespie Director October 10, 1997
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Gwain H. Gillespie
Director October 10, 1997
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Ronald E. Goldsberry
/s/Donald W. Harward Director October 10, 1997
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Donald W. Harward
/s/ George J. Mitchell Director October 10, 1997
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George J. Mitchell
/s/ Cynthia A. Montgomery Director October 10, 1997
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Cynthia A. Montgomery
/s/ James L. Moody, Jr. Director October 10, 1997
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James L. Moody, Jr.
2
Title Date
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/s/ Lawrence R. Pugh Director October 10, 1997
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Lawrence R. Pugh
/s/ Lois Dickson Rice Director October 10, 1997
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Lois Dickson Rice
/s/ John W. Rowe Director October 10, 1997
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John W. Rowe