EXHIBIT 24.2

    KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Keith D. Freadhoff, Donald M. Corliss, Jr., and
David Bassett-Parkins, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and his
name, place and stead, and in any and all capacities, to sign any and all
amendments to the Registration Statement (Registration No. 333-79751), including
post-effective amendments and registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended and otherwise, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform such and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.


                             
                                /s/ VAN ANDREWS
                                ------------------------------------------
                                Name: Van Andrews