Ex 24.1 June 8, 2001 Raymond D. Hill, James A. Ward and Elizabeth B. Chandler Dear Sirs: SIUK plc proposes to file or join in the filing of statements under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001, and (2) quarterly filings on Form 10-Q for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001 and Current Reports on Form 8-K during the company's fiscal year 2002. SIUK plc and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K and any appropriate amendment or amendments thereto and any necessary exhibits, said Quarterly Reports on Form 10-Q and any necessary exhibits. Yours very truly, SIUK PLC By___________________________ Barney S. Rush Chief Executive Officer - -------------------------------- -------------------------------- Paul Champagne Richard F. Owen - -------------------------------- -------------------------------- Maurice E. Fletcher Robert A. Symons - -------------------------------- -------------------------------- Robert W. Burke Barney S. Rush - -------------------------------- -------------------------------- Ricky L. Klingensmith D. Charl S. Oosthuizen UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SIUK plc TO THE ADOPTION OF CERTAIN ACTIONS AND RESOLUTIONS IN LIEU OF MEETING The undersigned, being all of the members of the Board of Directors of SIUK plc (the "Company"), do hereby approve and adopt as of June 8, 2000, the following action and resolution: Power of Attorney to Execute Documents Filed with the Securities and Exchange Commission. RESOLVED, That for the purpose of signing reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to (1) the filing of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001, and (2) quarterly filings on Form 10-Q for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001 and Current Reports on Form 8-K during the Company's fiscal year 2002; and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its board of directors, and its officers are authorized to give their several powers of attorney to each of Raymond D. Hill, James A. Ward and Elizabeth B. Chandler. - -------------------------------- -------------------------------- Paul Champagne Richard F. Owen - -------------------------------- -------------------------------- Maurice E. Fletcher Robert A. Symons - -------------------------------- -------------------------------- Robert W. Burke Barney S. Rush - -------------------------------- -------------------------------- Ricky L. Klingensmith D. Charl S. Oosthuizen