<PAGE>
Each person whose signature appears below hereby constitutes and
appoints Michael A. Pignataro and Hal Liebes and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him 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 on Form N-14 and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such 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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ William W. Priest, Jr.
--------------------------
William W. Priest, Jr. Chairman of the Board and Director August 4, 2000
/s/ Dr. Enrique R. Arzac
------------------------
Dr. Enrique R. Arzac Director August 4, 2000
/s/ James J. Cattano
--------------------
James J. Cattano Director August 4, 2000
/s/ George W. Landau
--------------------
George W. Landau Director August 4, 2000
/s/ Martin M. Torino
--------------------
Martin M. Torino Director August 4, 2000
/s/ Richard W. Watt
-------------------
Richard W. Watt President (Principal Executive Officer) August 4, 2000
/s/ Michael A. Pignataro
------------------------
Michael A. Pignataro Chief Financial Officer and Secretary August 4, 2000
(Principal Financial Officer)
</TABLE>
