POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on December 14,
1994, each of whom also constitutes and appoints Robert N.
Tidball and Stephen Peary, and each of them singly, his true
and lawful attorney-in-fact and agent, for him, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to
this Registration Statement and to file the same with all
exhibits thereto, and any other documents in connection
therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or
cause to be done by virtue thereof.

Signature                Title


/s/Robert N. Tidball     President, Chief Executive Officer, 
Robert N. Tidball        Director and Principal Executive
                         Officer


J. Michael Allgood       Chief Financial Officer, Principal
                         Financial Officer and
J. Michael Allgood       Principal Accounting Officer


/s/J. Alec Merriam       Chairman of the Board of Directors
J. Alec Merriam                    


/s/Allen V. Hirsch       Executive Vice President and Director
Allen V. Hirsch                    


/s/Walter E. Hoadley     Director
Walter E. Hoadley             


/s/Robert L. Pagel       Director  
Robert L. Pagel                    


/s/Harold R. Somerset    Director
Harold R. Somerset