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EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR.
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name, (a) in my personal capacity or (b) in my capacity as Lead
Portfolio Manager of, member of or in other capacities with Soros Fund
Management LLC ("SFM LLC") and each of its affiliates or entities advised by me
or SFM LLC, all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of
January, 2000.
/s/ Stanley F. Druckenmiller
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STANLEY F. DRUCKENMILLER
