Exhibit 24.2
POWER OF ATTORNEY
We, the undersigned officers and directors of Young & Rubicam
Inc., hereby severally and individually constitute and appoint Michael J. Dolan,
Stephanie W. Abramson and Jacques Tortoroli each of them, the true and lawful
attorneys-in-fact and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) (1) any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
or instruments necessary or advisable in connection therewith, and (2) a
Registration Statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, with the Securities and Exchange Commission, each of said
attorneys-in-fact and agents to have the power to act with or without the others
and to have full power and authority to do and perform in the name and on behalf
of each of the undersigned every act whatsoever necessary or advisable to be
done in and about the premises, as fully to all intents and purposes as any of
the undersigned might or could do in person, and we hereby ratify and confirm
our signatures as they may be signed by our said attorneys-in-fact and agents or
each of them to any and all such amendments and instruments.
This Power of Attorney may be executed in multiple
counterparts, each of which shall be deemed an original, but which taken
together shall constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
/s/ Thomas D. Bell, Jr.
<S> <C> <C>
-------------------------------- Chairman and Chief Executive Officer of Y&R April 17, 2000
Thomas D. Bell, Jr. (principal executive officer)
-------------------------------- Chairman and Chief Executive Officer of Y&R
Edward H. Vick Advertising and Director
-------------------------------- Vice Chairman, President, Chief Operating
Michael J. Dolan Officer and Chief Financial Officer of Y&R
and Director
(principal financial officer)
-------------------------------- Senior Vice President, Finance
Jacques Tortoroli (principal accounting officer)
-------------------------------- Director
Richard S. Bodman
-------------------------------- Director
F. Warren Hellman
-------------------------------- Director
Michael H. Jordan
-------------------------------- Director
Sir Christopher Lewinton
-------------------------------- Director
John F. McGillicuddy
-------------------------------- Director
Dr. Judith Rodin
-------------------------------- Director
Alan D. Schwartz
</TABLE>
