POWER OF ATTORNEY

Notice: THIS IS AN IMPORTANT DOCUMENT. BEFORE SIGNING THIS DOCUMENT, YOU SHOULD KNOW THESE IMPORTANT FACTS. THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON WHOM YOU DESIGNATE (YOUR "AGENT" OR "ATTORNEY-IN-FACT) BROAD POWERS TO HANDLE YOUR PROPERTY, WHICH MAY INCLUDE POWERS TO PLEDGE, SELL, OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU. YOU MAY SPECIFY THAT THESE POWERS WILL EXIST EVEN AFTER YOU BECOME DISABLED, INCAPACITATED, OR INCOMPETENT. THE POWERS THAT YOU GIVE YOUR AGENT ARE EXPLAINED MORE FULLY IN NEW YORK GENERAL OBLIGATIONS LAW, ARTICLE 5, TITLE 15, SECTIONS 5-1502A THROUGH 5-1503, WHICH EXPRESSLY PERMITS THE USE OF ANY OTHER OR DIFFERENT FORM OF POWER OF ATTORNEY DESIRED BY THE PARTIES CONCERNED. THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL OR OTHER HEALTH CARE DECISIONS FOR YOU. IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK A LAWYER TO EXPLAIN IT TO YOU.

Know Everyone by These Presents, , which are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of the New York General Obligations Law:

That I,__________________________________________________________,
do hereby (insert name and address of the principal) appoint:

__________________________________________________________________

(If 1 person is to be appointed agent, insert the name and address of the agent above)

(If 2 or more persons are to be appointed agents with each agent to be able to act ALONE without requiring the consent of any other agent appointed in order to act, insert the name and address above of each agent SEPARATELY appointed and BE SURE TO insert the word "OR" between EACH designation of an agent to show that EACH agent has COMPLETE power to act alone)

(If 2 or more persons are to be appointed agents to act TOGETHER and requiring the JOINT consent of ALL appointed agents to act with no one agent to be able to act alone, insert the names and addresses above of all agents JOINTLY appointed and BE SURE TO insert the word "AND" between EVERY designation of each agent to indicate that ALL agents listed are to act together and NONE can act alone)

MY ATTORNEY(S)-IN-FACT TO ACT

(If more than one agent is designated and the principal wants each agent alone to be able to exercise the power conferred, insert in this blank the word "SEPARATELY")

(If more than one agent is designated and the principal wants all of the designated agents together to exercise the power conferred, insert in this blank the word "JOINTLY") (The failure to make any insertion in this blank will require the agents to act either separately or jointly, in accordance with the principals use of the word "OR " or the other word "AND " between every respective designation of such agents above. If the principal's wishes cannot be determined because he or she fails to insert the word "OR", "AND", "SEPARATELY", or "JOINTLY" as he or she is asked to do above, the principal will be deemed to require the agents designated above to act jointly)

IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were personally present, with respect to the following matters as each of them is defined in Title 15 of Article 5 of the New York General Obligations Law to the extent that I am permitted by law to act through an agent:

Initial in the opposite box any one or more of the subdivisions as to which the principal WANTS to give the agent authority.

(NOTICE: The principal must write his or her initials in the corresponding blank space of a box below with respect to each of the subdivisions (A) through (N) below for which the principal WANTS to give the agent(s) authority. If the blank space within a box for any particular subdivision is NOT initialed, NO AUTHORITY WILL BE GRANTED for matters that are included in that subdivision)

(B) chattel and goods transactions; [ ]

(D) banking transactions; [ ]

(E) business operating transactions; [ ]

my attorney(s)-in-fact to delegate any
(F) insurance transactions; [ ]

or all of the foregoing powers to any person or persons whom my
(G) estate transactions; [ ]

attorney (s)-in-fact shall select;
(H) claims and litigation; [ ]

(I) personal relationships and affairs; [ ]

(J) benefits from military service; [ ]

(K) records, reports and statements; [ ]

(L) full and unqualified authority to [ ]

(M) all other matters; [ ]

(N) If the blank space in the box to the right is initialed by the principal, this power of attorney shall not be affected by the subsequent disability or incompetence of the principal; [ ]

(O) In the event of my illness or disability, my attorney(s)-in-fact shall also be specifically authorized and shall have the power to make gift transfers without any consideration on my behalf, to my spouse, children, and other descendants or the spouse of any child or other descendant, either outright or in trust, even if such gifts are to my said attorney(s)-in-fact which the attorney(s)-in-fact deem(s), solely within his (their)discretion, to carry out my express estate planning objectives, which include passing my estate to my family on an equitable basis, reduction and minimization of Federal and State Estate, Inheritance, Gift and Income Taxes, and avoidance of probate, and protection of assets from nursing home and uncovered and/or uninsured medical expenses, provided, that no one the attorney-in-fact has a legal obligation to support may be the recipient of any gifts; to make transfers, additions to, and withdrawals from any trusts created by me or to custodians; to pay tuition and medical costs in addition to other enumerated gifts; to consent to the splitting of gifts with my spouse; to make taxable gifts and/or to use up my unified credit during my life; and to make taxable gifts in excess of my federal and state unified credits and to create and execute revocable and irrevocable trusts on my behalf and to fund such trusts, amend existing trusts or trusts credited by my agent, to divest me of sufficient assets so as to qualify me for medical assistance, to convert nonexempt resources into exempt resources allowable under federal and state Medicaid rules and regulations; to change my domicile to another state where the Medicaid eligibility rules are more favorable.

(P) My attorney(s)-in fact shall have full and complete power to deal with Medicare and Medicaid, Social Security, Supplemental Security Income, including any applications, claims, litigation, fair hearings, appeals, settlements and related matters.

(Q) The powers granted under (A) or (B) above are enlarged so that all fixtures and articles of personal property which at the time of such transaction are or which may thereafter be attached to or used in connection with the real property may be included : in the deeds, mortgages, agreements and any other instruments to be executed and delivered in connection with real estate transactions and which may be described in said instruments with more particularity. This Power of Attorney is not subject to question because it fails to recite or recites only nominal consideration for therefore and any person dealing with the subject matter of such instrument my do so as if full consideration had been expressed therein.

(R) My attorney(s)-in-fact shall have full and complete power to obtain, sign and execute any income tax, fiduciary tax or other tax returns of mine either federal, state or local and to deal with all federal, state and local tax authorities for all years on all claims, litigation, disputes, settlements and all other matters and to execute powers of attorney, offers in compromise and any other document in relationship to any tax liability whatsoever.

(S) My attorney(s)-in-fact shall have full and complete power to borrow funds.

(T) I will not question the sufficiency of any instrument executed by my said attorney(s)-in-fact pursuant to this power notwithstanding that the instrument fails to recite the consideration therefor or recites merely a nominal consideration; any person dealing with the subject matter of such instrument may do so as if full consideration therefor had been expressed therein.

(U) term care, homeowners, vehicle & other insurance, including litigation and settling claims and actions, power to cash in or change ownership or beneficiary designations of life insurance policies.

(W) My attorney(s)-in-fact shall have full power to deal with all pension, retirement, incentive, I.R.A./Keogh/Sep/Serp/qualified and nonqualified compensation plans, and similar type plans, programs and annuities, rollovers, voluntary contributions, to change the ownership or beneficiary designations on such accounts, plans or annuities and to waive non employee spousal rights.

(X) My attorney(s)-in fact shall have full and complete power to enter into buy and sell transactions and power to forgive and collect debts.

(Y) My attorney(s)-in fact shall have full and complete power to endorse, collect, negotiate, deposit and withdraw Social Security/Veterans and/or other pension, annuity or benefit checks and/or negotiable instruments.

(Z) My attorney(s)-in fact shall have full and complete power to act with respect to bank accounts, promissory notes, investments and credit cards.

(AA) My attorney(s)-in fact shall have full and complete power to transfer and manage, transfer, or abandon real and/or personal property and/or interests in real or personal property.

(AB) My attorney(s)-in fact shall have full and complete power to enter into buy-sell agreements.

(AC) My attorney(s)-in fact shall have full and complete power to complete charitable pledges.

(AD) My attorney(s)-in fact shall have full and complete power to make statutory elections and waivers, including the waiver of my right to elect against the will of a spouse, and disclaimers, including the power to disclaim or to refuse to accept an inheritance or life insurance proceeds or to abandon property interests.

(AE) My attorney(s)-in fact shall have full and complete power to pay salaries of employees.

(AF) My attorney(s)-in fact shall have full and complete power to hire counsel and otherwise act to represent and/or protect the principal's interest in any legal action.

(AG) My attorney(s)-in fact shall have full and complete power to hire investment counsel, accountants, depositories, custodians, brokers, paralegals, law clerks and other agents. My attorney(s)-in-fact shall have full and complete power to compensate the attorney-in-fact(s) any agent hired by the attorney-in-fact.

(AI) My attorney(s)-in fact shall have full and complete power to settle, pursue or appeal litigation on behalf of the principal.

(AJ) My attorney(s)-in fact shall have full and complete power to exercise special powers of appointment.

(AK) My attorney(s)-in fact shall have full and complete power to make an orderly disposition of a professional practice.

(AL) My attorney(s)-in fact shall have full and complete power to act with respect to fiduciary positions and/or partnerships interests held by the principal.

(AM) My attorney(s)-in fact shall have full and complete power to waive my attorney-client and other similar privileges to facilitate consultations between my attorney-in-fact and the principal's attorney and other advisors of the principal.

(AN) My attorney(s)-in fact shall have full and complete power to revoke or amend this durable power of attorney.

To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party, and I for myself and for my heirs, executors, legal representatives and assigns, hereby agree to indemnify and hold harmless any such third party from and against any and all claims that may arise against such third party by reason of such third party having relied on the provisions of this instrument.

As set forth in Article 5, Section 1504 of the General Obligations Law of the State of New York: 5-1504. Acceptance of statutory short form power of attorney

No bank, trust company, national bank, savings bank, federal mutual savings bank located in this state, savings and loan association, federal savings and loan association, federal mutual savings and loan association, credit union or federal credit union or branch of a foreign banking corporation (each of the foregoing referred to in this section as "banking institution"), public pension fund or retirement system located in this state shall refuse to honor a statutory short form power of attorney properly executed in accordance with section 5-1501 of this title.
The failure of a banking institution, public pension fund or retirement system to honor a properly executed statutory short form power of attorney shall be deemed unlawful.
No banking institution, public pension fund or retirement system receiving and retaining a statutory short form power of attorney presented to it as provided in Subdivision one of this section nor any officer, agent or employee of such institution shall concur any liability by reason of acting upon the authority thereof unless the institution shall have actually received, at the office where the account is located, written notice of the revocation or termination of such power of attorney.
If the application of the provisions of subdivision one or two of this section shall be held invalid to any banking institution, public pension fund or retirement system the application of such provisions to any other banking institution, public pension fund or retirement system other than those to which it is held invalid, shall not be affected thereby.

In Witness Whereof, I have hereunto signed my name and affixed my seal on this day of ,20__.

(Seal)

____________________________
(Signature of Principal)

ACKNOWLEDGEMENTS

STATE OF NEW YORK
COUNTY OF ss.:

On 20__, before me personally came to me known, and known to me to be the individual described in, and who executed the foregoing instrument, and (s)he acknowledged to me that (s)he executed the same.

_____________________________________ NOTARY PUBLIC STATE OF NEWYORK COUNTY OF ONEIDA MY COMM EXPIRES / /

AFFIDAVIT THAT POWER OF ATTORNEY IS IN FULL FORCE (Sign before a notary public)

STATE OF NEW YORK COUNTY OF ONEIDA ss.:

being duly sworn, deposes and says:

The Principal within did, in writing, appoint me as the Principal's true and lawful ATTORNEY(S)- IN-FACT in the within Power of Attorney.
I have no actual knowledge or actual notice of revocation or termination of the Power of Attorney by death or otherwise, or knowledge of any facts indicating the same. I further represent that the Principal is alive, has not revoked or repudiated the Power of Attorney and the Power of Attorney still is in full force and effect.
I make this affidavit for the purpose of inducing to accept delivery of the following instrument (s), as executed by me in my capacity as the ATTORNEY(S)-IN-FACT, with full knowledge that this affidavit will be relied upon in accepting the execution and delivery of the Instrument(s) and in paying good and valuable consideration therefor:
____________________________________________

Sworn to me on the day of , 20__.

___________________________
Notary Public State of New York
County of Oneida
My Comm Expires June 30, 20__

Last Updated: April 21, 2005

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