<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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
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/S/ John D. Gellhausen Senior Vice President
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John D. Gellhausen (Principal Financial Officer)
/S/ Janis E. Lyons Senior Vice President
--------------------------------------------
Janis E. Lyons (Controller or Principal
Accounting Officer)
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Gordon D. Harnett Director
--------------------------------------------
Gordon D. Harnett
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ John R. Werren Director
--------------------------------------------
John R. Werren
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Thomas C. Sullivan Director
--------------------------------------------
Thomas C. Sullivan
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Steve D. Bullock Director
--------------------------------------------
Steve D. Bullock
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Thomas J. Fitzpartick Director
--------------------------------------------
Thomas J. Fitzpatrick
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Thomas G. Breitenbach Director
--------------------------------------------
Thomas G. Breitenbach
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
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/S/ William E. MacDonald, III President and Director
--------------------------------------------
William E. MacDonald, III (Principal Executive Officer)
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Vincent A. DiGirolamo Director
--------------------------------------------
Vincent A. DiGirolamo
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ David A. Daberko Director
--------------------------------------------
David A. Daberko
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
--------- -----
/S/ Gary A. Glaser Director
--------------------------------------------
Gary A. Glaser
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the 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 this registration statement and 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: August 10, 2000
SIGNATURE TITLE
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/S/ Shelley B. Roth Director
--------------------------------------------
Shelley B. Roth
