Exhibit 24.1

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                   /s/ DAVID J. O'REILLY



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                   /s/ SAMUEL H. ARMACOST



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                   /s/ ROBERT J. EATON



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                   /s/ SAM GINN



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                   /s/ CARLA A. HILLS



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                       /s/ FRANKLYN G. JENIFER




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                       /s/ J. BENNETT JOHNSTON




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                         /s/ SAM NUNN




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                     /s/ CHARLES R. SHOEMATE




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                         /s/ FRANK A. SHRONTZ




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                    /s/ THOMAS A. VANDERSLICE




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                    /s/ CARL WARE




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                    /s/ JOHN A. YOUNG




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                    /s/ PETER J. ROBERTSON



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
25th day of June, 2002.

                                                    /s/ GLENN F. TILTON



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
21st day of June, 2002.

                                                    /s/ JOHN S. WATSON



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, ChevronTexaco Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
20th day of June, 2002.

                                                    /s/ STEPHEN J. CROWE