AMERICA ONLINE INC
S-8, EX-24.1, 2000-07-20
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Stephen M. Case,  whose  signature  appears  below,  constitute  and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Stephen M. Case
                                             Stephen M. Case


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Robert W. Pittman,  whose  signature  appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Robert W. Pittman
                                             Robert W. Pittman

                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, James F. MacGuidwin,  whose signature appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ James F. MacGuidwin
                                             James F. MacGuidwin


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Daniel F. Akerson,  whose  signature  appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Daniel F. Akerson
                                             Daniel F. Akerson


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, James L. Barksdale,  whose signature  appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ James L. Barksdale
                                             James L. Barksdale


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Frank J. Caufield,  whose  signature  appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Frank J. Caufield
                                             Frank J. Caufield


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Miles R. Gilburne,  whose  signature  appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Miles R. Gilburne
                                             Miles R. Gilburne


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Alexander M. Haig,  Jr., whose signature  appears below,  constitute
and appoint  Stephen M. Case,  Kenneth J.  Novack,  J.  Michael  Kelly,  Paul T.
Cappuccio,  Sheila A. Clark and James F.  MacGuidwin,  and each of them, my true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution  in each of them,  for  him/her  and in his/her  name,  place and
stead,  and in any and all capacities,  to sign each  registration  statement on
Form S-8 to be filed in connection with the acquisition of  MapQuest.com,  Inc.,
and any required amendments or supplements  thereto,  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 or necessary to be done in or about the premises,
as full to all  intents  and  purposes as he or she 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/her  substitutes may lawfully do or cause to be done
by virtue hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Alexander M. Haig, Jr.
                                             Alexander M. Haig, Jr.


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Colin L. Powell,  whose  signature  appears  below,  constitute  and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Colin L. Powell
                                             Colin L. Powell


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Franklin D. Raines,  whose signature  appears below,  constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Franklin D. Raines
                                             Franklin D. Raines


                                POWER OF ATTORNEY
                                       FOR
                              AMERICA ONLINE, INC.

         I, Marjorie M. Scardino,  whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Paul T. Cappuccio,
Sheila A. Clark and James F.  MacGuidwin,  and each of them,  my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them,  for him/her and in his/her name,  place and stead,  and in any
and all capacities,  to sign each registration statement on Form S-8 to be filed
in connection  with the  acquisition  of  MapQuest.com,  Inc.,  and any required
amendments  or  supplements  thereto,  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  or  necessary  to be done in or about  the  premises,  as full to all
intents and purposes as he or she 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/her  substitutes  may  lawfully  do or cause to be done by  virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 2000.

                                             /s/ Marjorie M. Scardino
                                             Marjorie M. Scardino



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