Exhibit 24

P O W E R   O F  
A T T O R N E Y



We, the undersigned, hereby constitute Charles W.
Cramb and Richard K. Willard, or either of them, our true and lawful attorneys with full power to sign for us in our name and in the capacity indicated
below, the Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934, filed for the Company with the Securities and
Exchange Commission for the year ended December 31, 2004, and any and all amendments and supplements thereto, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or either of them, to said Report and to any and all amendments and supplements to said
Report.




WITNESS Our Hand and Seal on the Date set forth
below.


|SIGNATURES                                 |  |  |  | TITLE                                                                                |  | DATE          
|------------------------------------------ |  |  |  | ------------------------------------------------------------------------------------ |  | --------------
|/s/ JAMES M.
KILTSJames M. Kilts           |  |  |  | Chairman of the Board of Directors, Chief Executive Officer, President, and Director |  | March 10, 2005
|/s/ EDWARD F.
DEGRAANEdward F. DeGraan     |  |  |  | Vice
Chairman of the Board of Directors and Director                                 |  | March 10, 2005
|/s/ CHARLES W.
CRAMBCharles W. Cramb       |  |  |  | Senior Vice President and Chief Financial Officer                                    |  | March 10, 2005
|/s/ JOSEPH J.
SCHENAJoseph J. Schena       |  |  |  | Vice
President, Controller, and Principal Accounting Officer                         |  | March 10, 2005
|/s/ ROGER K.
DEROMEDIRoger K. Deromedi     |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ WILBUR H.
GANTZWilbur H. Gantz         |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ MICHAEL B.
GIFFORDMichael B. Gifford   |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ RAY J.
GROVESRay J. Groves             |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ DENNIS F.
HIGHTOWERDennis F. Hightower |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ HERBERT H.
JACOBIHerbert H. Jacobi     |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ NANCY J.
KARCHNancy J. Karch           |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ FRED H.
LANGHAMMERFred H. Langhammer   |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ JORGE PAULO
LEMANNJorge Paulo Lemann   |  |  |  | Director                                                                             |  | March 10, 2005
|/s/ MARJORIE M.
YANGMarjorie M. Yang       |  |  |  | Director                                                                             |  | March 10, 2005

24

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