POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints L. Wayne Pearson and Robert M. Scott, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documentation 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 each of said attorney-in-fact and agent, or his substitute
or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
-------------------------- Director June __, 2000
William A. Coates
s/Thomas E. Hamer, Sr.
-------------------------- Director June 15, 2000
Thomas E. Hamer, Sr.
s/Paul D. Hollen, III
-------------------------- Executive Vice President, Director June 15, 2000
Paul D. Hollen, III
s/L. Wayne Pearson
-------------------------- President, Chief Executive Officer, Director June 15, 2000
L. Wayne Pearson
-------------------------- Director June __, 2000
Norman T. Russell
s/Robert M. Scott
-------------------------- Executive Vice President, Chief Financial June 15, 2000
Robert M. Scott Officer, Principal Accounting Officer, Director
s/James H. Sexton
-------------------------- Director June 15, 2000
James H. Sexton
s/James P. Smith
-------------------------- Director June 15, 2000
James P. Smith
</TABLE>
