Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alan E. Charlson and Richard A.
Brickson, and each or any one of them acting alone, as the
undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitutions, for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign any or all Form 3, Form 4 or Form 5 and any
amendments and supplements to those forms, and to file the same
with the Securities and Exchange Commission and with the New York
Stock Exchange, granting unto said attorney-in-fact and agent
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 and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or their substitute or
substitutes may lawfully do or cause to be done by virtue
thereof.  This power of attorney shall remain in effect until
revoked in writing by the undersigned, and any person may rely on
its being in effect until such person actually receives such
written revocation.

/Joyce M. Roche/
Joyce M. Roche

Date:     Dec. 5, 2002

State of    New York          )
                              )  ss.
County of    New York         )

     On this 5th day of December, 2002, before me appeared Joyce
M. Roche, to me known to be the person who executed the foregoing
instrument and acknowledged that she executed the same as her
free act and deed.

     In Testimony Whereof, I have hereunto set my hand and
affixed my official seal in the County and State aforesaid, the
day and date first above written.

(SEAL)          /Susan DeAngelis/
               Notary Public
               My term expires:
                        SUSAN DeANGELIS
                NOTARY PUBLIC, State of New York
                        No. 01DE5075105
                   Qualified in Kings County
               Commission Expires March 24, 2003