<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David L. Zoeller and Carlton E. Langer, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for and in his own name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, any registration statement for
additional Asset Backed Certificates that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933 and any or all other
documents in connection therewith, and to file the same, with all exhibits
thereto, with the Securities and Exchange Commission, granting unto said persons
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 said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: June 6, 2000
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ WILLIAM E. MACDONALD III President and Director
----------------------------------------------------- (Principal Executive Officer)
William E. MacDonald III
/s/ STEVE D. BULLOCK Director
-----------------------------------------------------
Steve D. Bullock
/s/ CHRISTOPHER M. CONNOR Director
-----------------------------------------------------
Christopher M. Connor
/s/ DAVID A. DABERKO Director
-----------------------------------------------------
David A. Daberko
/s/ VINCENT A. DIGIROLAMO Director
-----------------------------------------------------
Vincent A. DiGirolamo
/s/ GARY A. GLASER Director
-----------------------------------------------------
Gary A. Glaser
/s/ GORDON D. HARNETT Director
-----------------------------------------------------
Gordon D. Harnett
/s/ WILLIAM P. MADAR Director
-----------------------------------------------------
William P. Madar
/s/ K. WAYNE SMITH Director
-----------------------------------------------------
K. Wayne Smith
/s/ THOMAS C. SULLIVAN Director
-----------------------------------------------------
Thomas C. Sullivan
/s/ JOHN R. WERREN Director
-----------------------------------------------------
John R. Werren
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David L. Zoeller and Carlton E. Langer, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for and in his own name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, any registration statement for
additional Asset Backed Certificates that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933 and any or all other
documents in connection therewith, and to file the same, with all exhibits
thereto, with the Securities and Exchange Commission, granting unto said persons
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 said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: June 13, 2000
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ JOHN D. GELLHAUSEN Senior Vice President
----------------------------------------------------- (Principal Financial Officer)
John D. Gellhausen
/s/ JANIS E. LYONS Senior Vice President
----------------------------------------------------- (Controller or Principal Accounting Officer)
Janis E. Lyons
</TABLE>
