POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Walker his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement (or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act), 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 substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 21st day of April, 1998.
(Signature) (Title) (Date)
----------- ------- ------
/s/ Gordon W. Kreh President, Chief April 21, 1998
Gordon W. Kreh Executive Officer
and Director
/s/ Joel B. Alvord
Joel B. Alvord Director April 21, 1998
/s/ Richard H. Booth
Richard H. Booth Director April 21, 1998
/s/ Colin G. Campbell
Colin G. Campbell Director April 21, 1998
/s/ Richard G. Dooley
Richard G. Dooley Director April 21, 1998
(Signature) (Title) (Date)
- ----------- ------- ------
/s/ William B. Ellis
William B. Ellis Director April 21, 1998
/s/ Simon W. Leathes
Simon W. Leathes Director April 21, 1998
/s/ Lois D. Rice
Lois D. Rice Director April 21, 1998
/s/ John M. Washburn, Jr.
John M. Washburn, Jr. Director April 21, 1998
/s/ Wilson Wilde
Wilson Wilde Director April 21, 1998