EX-24 2 limitedpowerofattorney.txt LIMITED POWER OF ATTORNEY BancIreland (US) Holdings, Inc. (the "Grantor"), having its principal office at 282 Route 101, Liberty Park #15, Amherst, NH 03031 is the sole owner of Iridian Asset Management LLC (the "Adviser"), an investment adviser registered with the United States Securities and Exchange Commission (the "SEC"). Grantor appoints each of Jeffrey M. Elliott, Executive Vice President and Chief Operating Officer, and Lane S. Bucklan, General Counsel (each, the "Agent") of Iridian Asset Management LLC as its true and lawful attorney-in-fact for the following specific and limited purposes only: To exercise or perform any act, power, duty, right or obligation whatsoever that Grantor now has, or may subsequently acquire the legal right, power or capacity to exercise or perform, in connection with, arising from or relating to Adviser's obligation to make filings with the SEC under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, the authority to prepare, sign, and file all such forms, schedules, or other documents which may be necessary to complete such filings. Grantor gives and grants each Agent individually full power and authority to do and perform all and every act and thing whatsoever necessary to be done in and about the specific and limited premises set forth herein as fully, to all intents and purposes, as might or could be done if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said Agent shall lawfully do or cause to be done by virtue hereof. Dated: January 15, 2008 BANCIRELAND (US) HOLDINGS, Inc. By: /s/ Diane Morrison _______________________________ Diane Morrison, President Appointment accepted by: /s/ Jeffrey M. Elliott _____________________________ Jeffrey M. Elliott Executive Vice President and Chief Operating Officer /s/ Lane S. Bucklan __________________________________ Lane S. Bucklan General Counsel LIMITED POWER OF ATTORNEY BIAM (US), Inc. (the "Grantor"), having its principal office at 282 Route 101, Liberty Park #15, Amherst, NH 03031 is the sole owner of Iridian Asset Management LLC (the "Adviser"), an investment adviser registered with the United States Securities and Exchange Commission (the "SEC"). Grantor appoints each of Jeffrey M. Elliott, Executive Vice President and Chief Operating Officer, and Lane S. Bucklan, General Counsel (each, the "Agent") of Iridian Asset Management LLC as its true and lawful attorney-in-fact for the following specific and limited purposes only: To exercise or perform any act, power, duty, right or obligation whatsoever that Grantor now has, or may subsequently acquire the legal right, power or capacity to exercise or perform, in connection with, arising from or relating to Adviser's obligation to make filings with the SEC under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, the authority to prepare, sign, and file all such forms, schedules, or other documents which may be necessary to complete such filings. Grantor gives and grants each Agent individually full power and authority to do and perform all and every act and thing whatsoever necessary to be done in and about the specific and limited premises set forth herein as fully, to all intents and purposes, as might or could be done if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said Agent shall lawfully do or cause to be done by virtue hereof. Dated: January 15, 2008 BIAM (US), Inc. By: /s/ Diane Morrison ______________________________ Diane Morrison, President Appointment accepted by: /s/ Jeffrey M. Elliott _________________________________ Jeffrey M. Elliott Executive Vice President and Chief Operating Officer /s/ Lane S. Bucklan _________________________________ Lane S. Bucklan General Counsel