Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby agrees to being named in this Registration
Statement and all amendments (including post-effective amendments) to this
Registration Statement and any related Registration Statements filed pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as a person to become
a director of the Registrant.

     In addition, the undersigned constitutes and appoints Lonnie C. Poole, Jr.
and Stephen C. Shaw, and each of them, his true and lawful attorney-in-fact and
agent, 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 any
related Registration Statements filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
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 in and about the premises, 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 or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      THOMAS C. CANNON                                           May 20, 1999
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      Thomas C. Cannon