**Exhibit 31**

 

**Certification Pursuant to 18 U.S.C. Section 1350 asAdopted**

**Pursuant to Section 302 of the Sarbanes-Oxley Act of2002**

 

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

 

1.               We have reviewed this quarterly report onForm 10-Q for the quarterly period ended June 30, 2004;

 

2.               Based on our knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.               Based on our knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.               We are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

c)              evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour 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 theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.               We have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  | August 13, 2004 | By:                                    | /s/ James E. Young |   |
|--------|----------------------|----------------------------------------|--------------------|--------|
|   |                 | James E. Young                         |
|   |                 | President and Chief  Executive Officer |

 

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|   |                 |                                                          |                 |
|--------|----------------------|---------------------------------------------------------------|----------------------|
| Date:  | August 13, 2004 | By:                                                           | /s/ Willard C. Lewis |   |
|   |                 | Willard C. Lewis                                              |
|   |                 | Senior Executive Vice  President and  Chief Operating Officer |
|   |                 |                                                          |
| Date:  | August 13, 2004 | By:                                                           | /s/ Samuel J. Cox    |   |
|   |                 | Samuel J. Cox                                                 |
|   |                 | Senior Vice President and  Chief Financial Officer            |
|        |                      |                                                               |                      |  |  |

 

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