**Exhibit 24**

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors andofficers of THE ROUSE COMPANY, a Maryland corporation (the “Company”),hereby constitute and appoint ANTHONY W. DEERING, THOMAS J. DEROSA and GORDONH. GLENN, or any one of them, the true and lawful agents and attorneys-in-factof the undersigned, with full power of substitution and resubstitution, andwith full power and authority in said agents and attorneys-in-fact, and in anyone or more of them, (i) to sign for the undersigned in their respective namesas directors and officers of the Company, the Company’s Annual Report of Form10-K for the Fiscal Year Ended December 31, 2003 that is to be filed withthe Securities and Exchange Commission, Washington, D.C., under the SecuritiesExchange Act of 1934, as amended, and the regulations promulgated thereunder,and any amendment (including post-effective amendments) or supplement thereto,and (ii) to file the same, with all exhibits thereto, and all documents inconnection therewith, with the Securities and Exchange Commission, herebyratifying and confirming all acts taken by such agents and attorneys-in-fact,or any one or more of them, as herein authorized.

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this has been signed by the following persons in the capacities and on the dateindicated.

 
| **Signature**           |   | **Title**                                                            |   | **Date**           |   |
|-------------------------|--------|----------------------------------------------------------------------|--------|--------------------|--------|
|                    |   |                                                                 |   |               |   |
| /s/ Anthony W. Deering  |   | Chairman of the Board of Directors,                                  |   | March 3, 2004 |   |
| Anthony W. Deering      |   | Chief Executive Officer  and Director  (Principal Executive Officer) |   |               |   |
|                    |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ David H. Benson     |   | Director                                                             |   | March 3, 2004 |   |
| David H. Benson         |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Jeremiah E. Casey   |   | Director                                                             |   | March 3, 2004 |   |
| Jeremiah E. Casey       |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Platt W. Davis, III |   | Director                                                             |   | March 3, 2004 |   |
| Platt W. Davis, III     |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Rohit M. Desai      |   | Director                                                             |   | March 3, 2004 |   |
| Rohit M. Desai          |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Bruce W. Duncan     |   | Director                                                             |   | March 3, 2004 |   |
| Bruce W. Duncan         |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Juanita T. James    |   | Director                                                             |   | March 3, 2004 |   |
| Juanita T. James        |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Bert N. Mitchell    |   | Director                                                             |   | March 3, 2004 |   |
| Bert N. Mitchell        |   |                                                                 |   |               |   |
|                    |   |                                                                 |   |               |   |
| /s/ Roger W. Schipke    |   | Director                                                             |   | March 3, 2004 |   |
| Roger W. Schipke        |   |                                                                 |   |               |   |

 

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| /s/ John G. Schreiber |   | Director |   | March 3, 2004 |   |
|-----------------------|--------|----------|--------|--------------------|--------|
| John G. Schreiber     |   |     |   |               |   |
|                  |   |     |   |               |   |
| /s/ Mark R. Tercek    |   | Director |   | March 3, 2004 |   |
| Mark R. Tercek        |   |     |   |               |   |
|                  |   |     |   |               |   |
| /s/ Gerard J. M. Vlak |   | Director |   | March 3, 2004 |   |
| Gerard J. M. Vlak     |   |     |   |               |   |

 

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