This Instrument Prepared by: MILLER & MARTIN, LLP 1000 Volunteer Building
832 Georgia Avenue Chattanooga, TN 37402-2289

LIMITED POWER OF ATTORNEY

I, ROBERT E. BOSWORTH, of Lookout Mountain, Georgia, hereby appoint
A. Alexander Taylor, II of Lookout Mountain, Tennessee or Hugh F. Sharber
Of Chattanooga, Tennessee, as my Attorney-in-Fact.

My Attorney-in-Fact shall have discretionary authority:

A. To execute and file any Form 144, Form 4, Form 5, or any successor forms
required to be filed with the Securities and Exchange Commission on my behalf.

B. To file this Limited Power of Attorney with the Securities and Exchange
Commission.

A copy, which is certified by a notary public as a true copy of this
instrument, shall be considered to have the same effect as the original.

No party dealing with my Attorney-in-Fact shall be required to determine
the validity of this instrument or any other document executed by my
Attorney-in-Fact or to ascertain whether this instrument has been revoked.
Any party shall be entitled to assume that this instrument has not been
revoked unless such party has actual notice, either oral or written, of my
death or has written notice that it has been revoked.

This instrument shall be construed liberally in favor of conferring
authority upon my Attorney-in-Fact but shall not be deemed to require the
exercise of the discretion given by it.

This instrinnent shall be governed by the laws of Tennessee.

This instrument shall take effect immediately and shall not be revoked
if I should become physically or mentally disabled.

I reserve the right to amend or revoke this Limited Power of Attorney at
any time I am not disabled and for any reason or no reason.

This 5th day of November, 2001.


/s/ROBERT E. BOSWORTH


STATE OF TENNESSEE:

COUNTY OF HAMILTON:

Personally appeared before me,/s/EMILY KNOCH. Notary Public, ROBERT E.
BOSWORTH, with whom I am personally acquainted, and who acnowledged that
he executed the within instrument for the purposes therein contained.
I declare under penalty of peIjury that the person whose name is subscribed
to this instrument appears to be of sound mind and under no duress, fraud
or undue influence.

WITNESS my hand, at office, this 5th day of November, 2001.
STATE OF TENNESSEE

/s/ EMILY NOCH

My Commission Expires March 28, 2005