EX-24. 2 rrd265205_300496.htm POWER OF ATTORNEY FOR RONALD GOOLSBY rrd265205_300496.html
POWER OF ATTORNEY                                                                                                     
Exhibit 24

       Know all by these presents, that the undersigned hereby constitutes and appoints each of
Todd L. Wiseley, Linda J. Schalek and Julie Weatherspoon, signing singly, the undersigned's true
and lawful attorney-in-fact to:

       (1)       execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of Valassis Communications, Inc. (the "Company"), Forms 3, 4, and 5, or
such other forms as the United States Securities and Exchange Commission may from time to
time adopt for reporting changes in beneficial ownership of the Company's securities, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.

       (2)       do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form, complete and execute any
amendment or amendments thereto, and file such Form with the United States Securities and
Exchange Commission ("SEC") and any stock exchange or similar authority, including preparing
and executing any documents necessary or appropriate to obtain codes and passwords enabling
the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rules or regulations of the SEC; and

       (3)       take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
      
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of January, 2011.
                                                                                                
                                                         /s/ Ronald Goolsby            
                                                         Signature