EXHIBIT 24


                               POWER OF ATTORNEY

   Know all men by these presents that the undersigned does hereby make,
constitute and appoint Herbert C. Foster or Gerald J. Brown as the true and
lawful attorney-in-fact of the undersigned, with full power of substitution and
revocation, for and in the name, place and stead of the undersigned, to execute
and deliver the Registration Statement on Form S-8, and any and all amendments
thereto, including without limitation pre-effective and post-effective
amendments thereto; such Form S-8 and each such amendment to be in such form and
to contain such terms and provisions as said attorney or substitute shall deem
necessary or desirable; giving and granting unto said attorney, or to such
person as in any case shall be appointed pursuant to the power of substitution
herein given, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or, in the opinion of said attorney or
substitute, able to be done in such matter as the undersigned might or could do
if personally present, hereby ratifying and confirming all that said attorney or
such substitute shall lawfully do or cause to be done by virtue hereof.

   In witness whereof, the undersigned has duly executed this Power of Attorney.

Dated: September 20, 1999                      /s/ C. Donald Carr
                                               --------------------------------
                                               C. Donald Carr

Dated: September 20, 1999                      /s/  David L. Cutter
                                               --------------------------------
                                               David L. Cutter

Dated: September 20, 1999                      /s/  Wayne S. Doiguchi
                                               --------------------------------
                                               Wayne S. Doiguchi

Dated: September 20, 1999                      /s/  John W. Glenn
                                               --------------------------------
                                               John W. Glenn

Dated: September 20, 1999                      /s/  Paul R. Handlery
                                               --------------------------------
                                               Paul R. Handlery

Dated: September 20, 1999                      /s/  James C. Johnson
                                               --------------------------------
                                               James C. Johnson

Dated: September 20, 1999                      /s/  Paul C. Kepler
                                               --------------------------------
                                               Paul C. Kepler

Dated: September 20, 1999                      /s/  John E. Lindstedt
                                               --------------------------------
                                               John E. Lindstedt

Dated: September 20, 1999                      /s/  Edward G. Mein
                                               --------------------------------
                                               Edward G. Mein

                                       8


Dated: September 20, 1999                      /s/  Dale D. Reed
                                               --------------------------------
                                               Dale D. Reed

Dated: September 20, 1999                      /s/  Edward G. Roach
                                               --------------------------------
                                               Edward G. Roach

Dated: September 20, 1999                      /s/  Barclay Simpson
                                               --------------------------------
                                               Barclay Simpson

                                       9