POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints M. Daniel Lunt and Kenneth W. Bell, and
each of  them,  his  attorneys-in-fact  and  agents,  each  with  full  power of
substitution and resubstitution,  for him in any and all capacities, to sign any
and all amendments  (including  posteffective  amendments) to this  registration
statement,  and to file the same,  with exhibits  thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith,  as fully as to all intents and purposes as he might or
could do in  person,  hereby  ratifying  and  confirming  all that  each of said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

By:        /s/ James W. Johnston                            Date:  July 26, 2000
     ------------------------------------------------
         James W.  Johnston
         Chairman of the Board, Executive Vice President


By:       /s/ Kenneth W. Bell                               Date:  July 26, 2000
    -------------------------------------------------
         Kenneth W.  Bell
         Chief Executive Officer, President, Director


By:      /s/ M. Daniel Lunt                                 Date:  July 26, 2000
    -------------------------------------------------
         M. Daniel Lunt
         Executive Vice President, Director


By:      /s/ Michael D. Fowler                              Date:  July 26, 2000
    -------------------------------------------------
         Michael D. Fowler
         Director


By:      /s/ David R. Grow                                  Date:  July 26, 2000
    -------------------------------------------------
         David R. Grow
         Director


By:                                                         Date:  July 26, 2000
    -------------------------------------------------
         Edward Sullivan
         Director