EXHIBIT 24.1


                        DIRECTORS AND CERTAIN OFFICERS OF
                            NATIONAL PROCESSING, INC.

                           ANNUAL REPORT ON FORM 10-K

                                POWER OF ATTORNEY

         The undersigned directors and officers of National Processing, Inc., an
Ohio corporation (the "Corporation") which anticipates filing an Annual Report
on Form 10-K for the Corporation's fiscal year ended December 31, 2002 with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, hereby
constitute and appoint David L. Zoeller, Carlton E. Langer, David E. Fountain
and Thomas A. Richlovsky, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to sign in the
capacities indicated below, said Form 10-K, and any and all amendments and
exhibits thereto, or other documents to be filed with, or submitted to, the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as
the undersigned could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.

         EXECUTED this 18th day of February, 2003.




                                            Chairman and Director
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Jon L.Gorney



 /s/ Paul G. Clark                          Director
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Paul G. Clark


                                            Director
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Aureliano Gonzalez-Baz


 /s/ Jeffrey P. Gotschall                   Director
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Jeffrey P. Gotschall



 /s/ Preston B. Heller                      Director
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Preston B. Heller


 /s/ Jeffrey D. Kelly                       Director
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Jeffrey D. Kelly


 /s/ J. Armando Ramirez                     Director
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J. Armando Ramirez


 /s/ Robert G. Siefers                      Director
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Robert G. Siefers