**Exhibit 31**

 

**CertificationPursuant to 18 U.S.C. Section 1350 as AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

We, James E. Young, Chief Executive Officer, Willard C. Lewis, ChiefOperating Officer, and Samuel J. Cox, Chief Financial Officer, certify that:

 

1.     We have reviewed thisquarterly report on Form 10-Q for the quarterly period ended September 30,2003;

 

2.     Based on our knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.     Based on our knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.     We are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)     designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this quarterlyreport is being prepared;

 

c)     evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based on suchevaluation; and

 

d)    disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.     We have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)     all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b)    any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 
| Date:       November  13, 2003 | By:    | /s/ James E. Young                    |   |
|--------------------------------------------------------------|--------|---------------------------------------|--------|
|                                                         |   | James E. Young                        |
|                                                         |   | President and Chief Executive Officer |

 

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| Date:       November  13, 2003 | By:    | /s/ Willard C. Lewis                                         |   |
|--------------------------------------------------------------|--------|--------------------------------------------------------------|--------|
|                                                         |   | Willard C. Lewis                                             |
|                                                         |   | Senior Executive Vice President and  Chief Operating Officer |
|                                                         |   |                                                         |
|                                                         |   |                                                         |
| Date:       November  13, 2003 | By:    | /s/ Samuel J. Cox                                            |   |
|                                                         |   | Samuel J. Cox                                                |
|                                                         |   | Senior Vice President and  Chief Financial Officer           |

 

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