Exhibit  24.9 -  Certified  copy of the  Resolution  of the  Board of  Directors
authorizing signatures pursuant to power of attorney

                                     EXTRACT
                                      FROM
                           BOARD OF DIRECTORS MEETING
                                 MARCH 10, 2004


     After discussion, upon motion duly seconded, it was

          RESOLVED,  that the Form 10-K for the year ended December 31, 2003, 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,  empowered  and  directed,  in the  name and on  behalf  of the
     Corporation,  to  execute  the  Corporation's  Form 10-K for the year ended
     December 31, 2003, 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  Directors of the  Corporation  have  reviewed the
     Corporation's notice of annual meeting of shareholders, proxy statement and
     annual report for the annual meeting to be held on May 20, 2004, and hereby
     approve  the filing of such  documents  with the  Securities  and  Exchange
     Commission,  the New York Stock Exchange and/or the Pacific Stock Exchange,
     as  required  by  applicable  law or  regulation,  in a form  substantially
     similar to the form  presented to the  Directors of the  Corporation,  with
     such  changes  as  such  Proper  Officers,  with  the  concurrence  of  the
     Disclosure Committee, deem necessary or desirable; 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,  empowered  and  directed,  in the  name and on  behalf  of the
     Corporation,  to cause copies of the Corporation's notice of annual meeting
     of  shareholders,  proxy  statement  and  annual  report,  each  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,  along with any
     amendments thereto, to be (i) mailed to each shareholder of the Corporation
     and to each  shareholder  who becomes a shareholder  of record prior to the
     close of business on March 22, 2004; and (ii) filed with the Securities and
     Exchange  Commission  and the New  York  and  Pacific  Stock  Exchanges  as
     required by applicable law or regulation; and, be it further


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          RESOLVED, that the Proper Officers of the Corporation are, authorized,
     empowered  and  directed  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 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, the Chief Executive Officer, any
     President, any Executive Vice President,  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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