Iridian Asset Management LLC/CT, et al. – ‘SC 13G/A’ on 2/4/08 re: Dobson Communications Corp – EX-24

On:  Monday, 2/4/08, at 8:54am ET   ·   Accession #:  1033427-8-23   ·   File #:  5-60167

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         9     33K 
 3: EX-24       Power of Attorney                                      2     11K 
 2: EX-99       Miscellaneous Exhibit                                  1      7K 

EX-24   —   Power of Attorney

EX-24
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LIMITED POWER OF ATTORNEY 

BancIreland (US) Holdings, Inc. (the "Grantor"),  having its principal office at
282 Route 101, Liberty Park #15, Amherst,  NH 03031 is the sole owner of Iridian
Asset Management LLC (the "Adviser"),  an investment adviser registered with the
United States Securities and Exchange Commission (the "SEC").                   

Grantor appoints each of Jeffrey M. Elliott,  Executive Vice President and Chief
Operating Officer,  and Lane S. Bucklan,  General Counsel (each, the "Agent") of
Iridian Asset  Management  LLC as its true and lawful  attorney-in-fact  for the
following specific and limited purposes only:                                   

To exercise or perform any act, power, duty, right or obligation whatsoever that
Grantor now has, or may subsequently  acquire the legal right, power or capacity
to  exercise  or  perform,  in  connection  with,  arising  from or  relating to
Adviser's  obligation  to make filings with the SEC under  Sections 13 and 16 of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
promulgated thereunder, including, but not limited to, the authority to prepare,
sign,  and file all such  forms,  schedules,  or other  documents  which  may be
necessary to complete such filings.                                             

Grantor gives and grants each Agent  individually full power and authority to do
and perform all and every act and thing  whatsoever  necessary to be done in and
about the  specific  and  limited  premises  set forth  herein as fully,  to all
intents and purposes, as might or could be done if personally present, with full
power of substitution  and revocation,  hereby ratifying and confirming all that
said Agent shall lawfully do or cause to be done by virtue hereof.              

Dated: January 15, 2008                                                         

                             BANCIRELAND (US) HOLDINGS, Inc.

                       By: /s/ Diane  Morrison
                               _______________________________
                         Diane Morrison, President

Appointment  accepted by:                                                       

/s/  Jeffrey M.  Elliott                                                        
_____________________________                                                   
Jeffrey  M.  Elliott                                                            
Executive  Vice  President  and Chief                                           
Operating Officer                                                               

/s/ Lane S. Bucklan                                                             
__________________________________                                              
Lane S. Bucklan                                                                 
General Counsel                                                                 

EX-24
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LIMITED POWER OF ATTORNEY 

BIAM (US), Inc. (the  "Grantor"),  having its principal office at 282 Route 101,
Liberty  Park  #15,  Amherst,  NH  03031  is the sole  owner  of  Iridian  Asset
Management LLC (the "Adviser"), an investment adviser registered with the United
States Securities and Exchange Commission (the "SEC").                          

Grantor appoints each of Jeffrey M. Elliott,  Executive Vice President and Chief
Operating Officer,  and Lane S. Bucklan,  General Counsel (each, the "Agent") of
Iridian Asset  Management  LLC as its true and lawful  attorney-in-fact  for the
following specific and limited purposes only:                                   

To exercise or perform any act, power, duty, right or obligation whatsoever that
Grantor now has, or may subsequently  acquire the legal right, power or capacity
to  exercise  or  perform,  in  connection  with,  arising  from or  relating to
Adviser's  obligation  to make filings with the SEC under  Sections 13 and 16 of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
promulgated thereunder, including, but not limited to, the authority to prepare,
sign,  and file all such  forms,  schedules,  or other  documents  which  may be
necessary to complete such filings.                                             

Grantor gives and grants each Agent  individually full power and authority to do
and perform all and every act and thing  whatsoever  necessary to be done in and
about the  specific  and  limited  premises  set forth  herein as fully,  to all
intents and purposes, as might or could be done if personally present, with full
power of substitution  and revocation,  hereby ratifying and confirming all that
said Agent shall lawfully do or cause to be done by virtue hereof.              

Dated: January 15, 2008                                                         

               BIAM (US), Inc.

                       By: /s/ Diane  Morrison
                              ______________________________
                         Diane Morrison, President

Appointment  accepted by:                                                       

/s/  Jeffrey M.  Elliott                                                        
_________________________________                                               
Jeffrey  M.  Elliott                                                            
Executive  Vice  President  and Chief                                           
Operating Officer                                                               

/s/ Lane S. Bucklan                                                             
_________________________________                                               
Lane S. Bucklan                                                                 
General Counsel                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/4/08							13F-HR,  13F-HR/A,  SC 13G,  SC 13G/A
		1/15/08		1		2
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