                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that the undersigned constitutes and appoints Paula
J. Shives,  Joe R. Lee and Clarence Otis, Jr., and each of them, his or her true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for and in his or her  name,  place and  stead,  in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ Leonard L. Berry
                                                     --------------------------
                                                     Leonard L. Berry

Date: June 18, 2002



<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ Odie C. Donald
                                                     --------------------------
                                                     Odie C. Donald

Date: June 18, 2002



<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ Julius Erving, II
                                                     --------------------------
                                                     Julius Erving, II

Date: June 18, 2002


<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ David H. Hughes
                                                     --------------------------
                                                     David H. Hughes

Date: June 20, 2002





<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                              /s/ Cornelius McGillicuddy, III
                                              ---------------------------------
                                              Cornelius McGillicuddy, III

Date: June 18, 2002




<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                               /s/ Michael D. Rose
                                               --------------------------------
                                               Michael D. Rose

Date: June 18, 2002


<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                              /s/ Maria A. Sastre
                                              ---------------------------------
                                              Maria A. Sastre

Date: June 18, 2002



<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                /s/ Jack A. Smith
                                                -------------------------------
                                                Jack A. Smith

Date: June 17, 2002



<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                      /s/ Rita P. Wilson
                                      ---------------------------------------
                                      Rita P. Wilson

Date: June 19, 2002




<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                           /s/ Bradley D. Blum
                                           ------------------------------------
                                           Bradley D. Blum

Date: June 21, 2002


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                            /s/ Richard E. Rivera
                                            -----------------------------------
                                            Richard E. Rivera

Date: June 21, 2002


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                           /s/ Blaine Sweatt, III
                                           ------------------------------------
                                           Blaine Sweatt, III

Date: June 23, 2002


