PACIFIC FINANCIAL CORP /
S-8, EX-24, 2000-12-05
STATE COMMERCIAL BANKS
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                                   Exhibit 24

                                POWER OF ATTORNEY

      Each person whose  signature  appears below  constitutes and appoints John
Van Dijk and  Janice M.  Pearce,  and each of them,  his or her true and  lawful
attorneys-in-fact  and agents,  with full power of substitution,  in any and all
capacities, to sign this registration statement to be filed by Pacific Financial
Corporation,  relating to 100,000  shares of its common stock,  par value $1.00,
issuable pursuant to its 2000 Stock Incentive  Compensation Plan,  together with
15,710 shares subject to outstanding  options under prior stock option plans, as
well as any and all  amendments  (including  post-effective  amendments) to such
registration statement and to file the same, with exhibits,  with the Securities
and Exchange Commission.  In addition,  each of the undersigned grants unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act  requisite  and necessary to be done, as fully to
all  intents  and  purposes  as he or she  might or could do in  person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 15th day of May, 2000.

            Signature                                 Title

      Principal Executive Officer and Director:

      /s/ DENNIS A. LONG                              President and Director
      ------------------------------------
      Dennis A. Long

      Principal Financial and Accounting Officer:

      /s/ JOHN VAN DIJK                               Treasurer
      ------------------------------
      John Van Dijk


      A majority of the Board of Directors:


      /s/ JOSEPH A. MALIK                             Director   and  Chairman
      ------------------------------------            of the Board
      Joseph A. Malik

      /s/ ROBERT J. WORRELL                           Director and
      ------------------------------                  Chief Executive Officer
      Robert J. Worrell

      /s/ GARY C. FORCUM                              Director
      ------------------------------------
      Gary C. Forcum

      /s/ DUANE E. HAGSTROM                           Director
      ------------------------------
      Duane E. Hagstrom

      /s/ ROBERT A. HALL                              Director
      ------------------------------------
      Robert A. Hall

      /s/ SIDNEY R. SNYDER                            Director
      ------------------------------
      Sidney R. Snyder

      /s/ WALTER L. WESTLING                          Director
      ------------------------------
      Walter L. Westling

      /s/ DAVID L. WOODLAND                           Director
      ------------------------------
      David L. Woodland



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