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EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Angelo R. Mozilo, Stanford L. Kurland and
Carlos M. Garcia, and each of them, his true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and any
registration statement related to the offering contemplated by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other 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 might or could be done in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ CARLOS M. GARCIA Chief Operating Officer; Director June 5, 2000
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Carlos M. Garcia
/s/ DAVID SAMBOL Managing Director, Capital Markets; June 5, 2000
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David Sambol Director
