|  | (i) | to the registration statements on Form S-8, or any amendments, post-effective amendments, deregistrations or papers supplemental thereto, to be filed in respect of said shares of common stock of the Corporation and to the prospectuses or any amendments, supplements or revisions thereof, to be filed with said registration statements on Form S-8 or with any amendments or post-effective amendments to said registration statements on Form S-8; | 
|  | (ii) | to any amendments or post-effective amendments or deregistrations as shall be necessary or appropriate to any registration statements on Form S-8 heretofore filed under said Securities Act with respect to shares of common stock of the Corporation; | 
|  | (iii) | to said prospectuses or any amendments, supplements or revisions thereof to be filed with any registration statements on Form S-8 (or with any amendments or post-effective amendments thereto) heretofore filed under said Securities Act with respect to shares of common stock of the Corporation; and each of the undersigned does hereby fully ratify and confirm all that said attorney and agents, or any of them, or the substitute of any of  them, shall do or cause to be done by virtue hereof. | 
| Signature | Title | |
| /s/Raymond C. Kubacki | President, Chief Executive Officer, Director | |
| Raymond C. Kubacki | (principal executive officer) | |
| /s/ Neil L. Lerner | Vice President, Finance | |
|  Neil L. Lerner | (principal financial officer) | |
| s/ Harry F. Connick | Director | |
| Harry F. Connick | ||
| /s/ Walter S. Tomenson | Director | |
| Walter S. Tomenson | ||
| /s/ Fred J. Weinert | Director | |
| Fred J. Weinert |