<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 20th day of June 2000.
Signature Title
--------- -----
/s/ J. Carter Bacot Director
--------------------
12
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 16th day of June 2000.
Signature Title
--------- -----
/s/ Purdy Crawford Director
------------------
13
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 16th day of June 2000.
Signature Title
--------- -----
/s/ Philip H. Geier Jr. Director
-----------------------
14
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 16th day of June 2000.
Signature Title
--------- -----
/s/ Jarobin Gilbert, Jr. Director
------------------------
15
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 5th day of July 2000.
Signature Title
--------- -----
/s/ Allan Z. Loren Director
--------------------
16
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 18th day of June 2000.
Signature Title
--------- -----
/s/ James E. Preston Director
---------------------
17
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 20 day of June 2000.
Signature Title
--------- -----
/s/ David Y. Schwartz Director
----------------------
18
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears
below constitutes and appoints Dale W. Hilpert, Gary M. Bahler and Bruce L.
Hartman, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 for the Venator Group Directors Stock Option Plan and any and all amendments
(including post-effective amendments to that 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Power
of Attorney has been signed on the 16th day of June 2000.
Signature Title
--------- -----
/s/ Christopher A. Sinclair Director
----------------------------
19
