Exhibit  24.10 -  Certified  copy of the  Resolution  of the Board of  Directors
authorizing signatures pursuant to powers of attorney

                                     EXTRACT
                                      FROM
                           BOARD OF DIRECTORS MEETING
                                FEBRUARY 24, 2005


After discussion, upon motion duly seconded, it was RESOLVED, that the Form 10-K
for the year ended  December 31,  2004,  in form  substantially  similar to that
which has been reviewed by the Directors of the Corporation, is hereby approved;
and, be it further

          RESOLVED,  that the Proper  Officers of the Corporation be, and hereby
     are, and each of them with the full authority  without the others hereby is
     authorized and empowered, in the name and on behalf of the Corporation,  to
     execute the  Corporation's  Form 10-K for the year ended December 31, 2004,
     in a form  substantially  similar to the form  approved by the Directors of
     the  Corporation,  with such  changes  as such  Proper  Officers,  with the
     concurrence of the Disclosure Committee,  deem necessary or desirable,  the
     execution by such Proper  Officers to be  conclusive  evidence that they or
     he/she deemed such changes to be necessary or desirable, and to execute any
     amendments to such Form 10-K, to procure all necessary  signatures thereon,
     and to file such Form 10-K and any  amendments  when so executed  (together
     with  appropriate  exhibits  thereto)  with  the  Securities  and  Exchange
     Commission; and, be it further

          RESOLVED,  that the Proper Officers of the Corporation are, authorized
     and empowered in the name and on behalf of the  Corporation  to execute and
     deliver any and all such documents, certificates,  instruments, agreements,
     or  regulatory  filing,   including  any  amendments,   modifications,   or
     supplements  thereto,  and to take  all  such  further  action  as any such
     officer  or  other  such  authorized   person  deems   necessary,   proper,
     convenient,  or desirable in order to carry out the  foregoing  resolutions
     and to effectuate the purposes and intents thereof,  the taking of any such
     action to be conclusive  evidence of the approval  thereof by the directors
     of the Corporation; and, be it further

          RESOLVED,  that  all  actions  previously  taken  and  all  documents,
     instruments,  certificates and the like previously executed by directors or
     officers of the

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Corporation or other authorized  persons in connection with the matters referred
to in the foregoing  resolutions be hereby  approved,  ratified and confirmed in
all respects; and, be it further

          RESOLVED,  that each of the Chairman and Chief Executive Officer,  the
     Chief Operating Officer, any President,  any Executive Vice President,  any
     Senior Vice  President or any Vice  President of the  Corporation  shall be
     considered a Proper Officer of the  Corporation for the purposes of each of
     the foregoing resolutions.



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