<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints and hereby authorizes Jerome B. Richter
and Ian T. Bothwell, separately, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do separately 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 such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JEROME B. RICHTER Chairman of the Board, President July 14, 2000
-------------------------- and Chief Executive Officer
Jerome B. Richter
Vice President, Treasurer, July 14, 2000
/s/ IAN T. BOTHWELL Assistant Secretary, Chief Financial
-------------------------- Officer, Principal Accounting
Ian T. Bothwell Officer and Director
/s/ JORGE R. BRACAMONTES Executive Vice President, July 14, 2000
-------------------------- Secretary and Director
Jorge R. Bracamontes
/s/ JERRY L. LOCKETT Vice President and Director July 14, 2000
--------------------------
Jerry L. Lockett
/s/ KENNETH G. OBERMAN Director July 14, 2000
--------------------------
Kenneth G. Oberman
/s/ STEWART J. PAPERIN Director July 14, 2000
--------------------------
Stewart J. Paperin
</TABLE>
II-4
