**Exhibit31**

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**Certification Pursuant to 18 U.S.C. Section1350 as Adopted**

**Pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002**

** **

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

 

1.               We have reviewedthis quarterly report on Form 10-Q for the quarterly period ended March 31,2004;

 

2.               Based on ourknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Based on ourknowledge, the financial statements, and other financial information includedin this quarterly 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 responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)              designed suchdisclosure controls and procedures, or caused such disclosure controls and proceduresto be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

c)              evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; 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 on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date:  May 14, 2004 | By:                                   | /s/ James E. Young |   |
|-------------------------------|---------------------------------------|--------------------|--------|
|                          | James E. Young                        |
|                          | President and Chief Executive Officer |

 

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| Date:  May 14, 2004 | By:                                                          | /s/ Willard C. Lewis |   |
|-------------------------------|--------------------------------------------------------------|----------------------|--------|
|                          | Willard C. Lewis                                             |
|                          | Senior Executive Vice President and  Chief Operating Officer |
|                          |                                                         |
|                          |                                                         |
| Date:  May 14, 2004 | By:                                                          | /s/ Samuel J. Cox    |   |
|                          | Samuel J. Cox                                                |
|                          | Senior Vice President and  Chief Financial Officer           |

 

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