acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L.P. and general partner or
managing member of other entities, any which in turn may be acting for
itself or
other entities) all documents, certificates, instruments, statement, other
filings, and amendments to the forgoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with ownership
or
control-person reporting requirements imposed by any United States or non-United
States governmental or regulatory authority, including without limitation
Forms
3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and
Exchange
Commission; and delivering, furnishing or filing any such documents with
the
appropriate governmental or regulatory authority. Any such determination
shall
be conclusively evidenced by such person’s execution, delivery, furnishing,
and/or filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the
power
granted on February 5, 2001, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
February 24, 2004
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York