<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John L. Coughlin, Stephen D. Fantone and
John T. Lynch, and each 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
on Form S-8, and any and all amendments (including post-effective amendments)
thereto, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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
attorneys-in-fact and agents or either of the, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
JOHN L. COUGHLIN Director November 7, 2000
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John L. Coughlin
STEPHEN D. FANTONE Director November 7, 2000
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Stephen D. Fantone
SAMUEL O. RAYMOND Director November 7, 2000
-----------------------
Samuel O. Raymond
A. THEODORE MOLLEGEN, JR. Director November 7, 2000
-------------------------
A. Theodore Mollegen, Jr.
THURMAN F. NAYLOR Director November 7, 2000
-----------------------
Thurman F. Naylor
GARY K. WILLIS Director November 7, 2000
-----------------------
Gary K. Willis
ARTHUR L. FATUM Director November 7, 2000
---------------
Arthur L. Fatum
</TABLE>
