POWER OF ATTORNEY



                         FOR EXECUTING FORMS 3, 4 AND 5



         Know all by these presents, that the undersigned hereby constitutes and

appoints each of William L. Rosoff, Leon J. Lichter and William J. White,

signing singly, his true and lawful attorney-in-fact to:



         (1)   execute for and on behalf of the undersigned Forms 3, 4 and 5 in

               accordance with Section 16(a) of the Securities Exchange Act of

               1934 and the rules thereunder;



         (2)   do and perform any and all acts for and on behalf of the

               undersigned which may be necessary or desirable to complete the

               execution of any such Form 3, 4 or 5 and the timely filing of

               such form with the United States Securities and Exchange

               Commission and any other authority; and



         (3)   take any other action of any type whatsoever in connection with

               the foregoing which, in the opinion of such attorney-in-fact, may

               be of benefit to, in the best interest of, or legally required

               by, the undersigned, it being understood that the documents

               executed by such attorney-in-fact on behalf of the undersigned

               pursuant to this Power of Attorney shall be in such form and

               shall contain such terms and conditions as such attorney-in-fact

               may approve in his discretion.



         The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform each and every act and thing whatsoever

requisite, necessary and proper to be done in the exercise of any of the rights

and powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause

to be done by virtue of this Power of Attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming

any of the undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934.  This authorization shall remain in effect

unless and until it is revoked in writing by the undersigned.



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 20th day of May, 2004







                                             /s/ Zachary W. Carter

                                             ___________________________________

                                             Zachary W. Carter