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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William R. Johnson, Paul F. Renne, and Laura Stein, and
each of them, such person's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and to sign any and all amendments to said Registration
Statement 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney has been signed below as of the 12th day of September,
2000 by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ William R. Johnson President and Chief Executive Officer
--------------------------- and Director (Principal Executive
William R. Johnson Officer)
/s/ Nicholas F. Brady Director
---------------------------
Nicholas F. Brady
/s/ Mary C. Choksi Director
-----------------------------
Mary C. Choksi
/s/ Leonard S. Coleman, Jr. Director
-----------------------------
Leonard S. Coleman, Jr.
/s/ Edith E. Holiday Director
---------------------------
Edith E. Holiday
/s/ Samuel C. Johnson Director
---------------------------
Samuel C. Johnson
/s/ Candace Kendle Director
--------------------------
Candace Kendle
/s/ Donald R. Keough Director
---------------------------
Donald R. Keough
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/s/ Dean R. O'Hare Director
-----------------------------
Dean R. O'Hare
/s/ Paul F. Renne Executive Vice President and Chief
--------------------------- Financial Officer and Director
Paul F. Renne (Principal Financial Officer)
/s/ Thomas J. Usher Director
-----------------------------
Thomas J. Usher
/s/ David R. Williams Director
-----------------------------
David R. Williams
/s/ James M. Zimmerman Director
-----------------------------
James M. Zimmerman
/s/ William J. Showalter Vice President -- Corporate Controller
----------------------------- (Principal Accounting Officer)
William J. Showalter
