SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

EXHIBIT D

POWER OF ATTORNEY

Statements on Schedule 13D


The undersigned hereby constitutes and appoints Kym Irvin and Daniel A.
Decker, and each of them, as the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, to sign on the
undersigned's behalf any or all Statements on Schedule 13D, and any or all
amendments thereto, relating to the capital stock of Omega Healthcare Investors,
Inc., and to file the same, with all exhibits thereto, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact or agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the promises, hereby ratifying
and confirming all that said attorneys-in-fact or agents, or any of them or
their substitutes, may lawfully do or cause to be done by virtue hereof.

Dated as of January 22, 2002.

/s/ Donald J. McNamara
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Donald J. McNamara