EXHIBIT 24
POWER OF ATTORNEY
The undersigned, James B. Duffy (the "Undersigned"), does hereby
nominate, constitute and appoint Tami Pauley, George Thomas and Loren Ambrose,
with full power and authority of substitution and revocation, the Undersigned's
true and lawful agent and attorney-in-fact ("Attorney-in-Fact"), in the
discretion of such Attorney-in-Fact, in the name of and on behalf of the
Undersigned as fully as the Undersigned could if the Undersigned were present
and acting in person, to perform any and all acts that may be necessary or
desirable to complete, make and execute any and all required or voluntary
filings (the "Filings") under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations thereunder,
with the Securities and Exchange Commission, The Nasdaq National Market, Vertrue
Incorporated (the "Company"), and any other person or entity to which such
filings may be required under Section 16(a) of the Exchange Act as a result of
the Undersigned's position as an officer and/or director of the Company.
The Undersigned hereby grants the 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 hereby acknowledges that the foregoing
Attorney-in-Fact, in serving in such capacity at the request of the Undersigned,
is not assuming, nor is the Company assuming, any of the Undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect from the
date set forth below until such time as it is revoked by the Undersigned in a
signed writing delivered to the foregoing Attorney-in-Fact. The Undersigned
hereby revokes all prior powers of attorney relating to the foregoing acts.
IN WITNESS WHEREOF, the Undersigned has hereunto signed this Power of
Attorney this 5th day of December, 2005.
By:/s/ James B. Duffy
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Name: James B. Duffy
Sworn to before me this 5th day
of December, 2005
/s/ Kathleen S. Weberg
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Notary Public