Exhibit 24.3


                               POWER OF ATTORNEY

     The person whose signature appears below hereby constitutes and appoints
Arthur B. Winkleblack, Laura Stein and Leonard A. Cullo, Jr., and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to a registration statement on Form
S-4, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, 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 he 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.

         Signature                    Capacity                        Date
         ---------                    --------                        ----

/s/ Edward J. McMenamin       Vice President - Finance          January 27, 2003
-------------------------     (Principal Accounting Officer)
   Edward J. McMenamin