<PAGE>   1
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  ROBERT M. DEVLIN
                                                   -----------------------------
<PAGE>   2
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  J. EVANS ATTWELL
                                                   -----------------------------
<PAGE>   3
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  BRADY F. CARRUTH
                                                   -----------------------------
<PAGE>   4
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  JAMES S. D'AGOSTINO JR.
                                                   -----------------------------
<PAGE>   5
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  W. LIPSCOMB DAVIS JR.
                                                   -----------------------------
<PAGE>   6
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  LARRY D. HORNER
                                                   -----------------------------
<PAGE>   7
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  RICHARD J.V. JOHNSON
                                                   -----------------------------
<PAGE>   8
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  MICHAEL E. MURPHY
                                                   -----------------------------
<PAGE>   9
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  JON P. NEWTON
                                                   -----------------------------
<PAGE>   10
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  MICHAEL J. POULOS
                                                   -----------------------------
<PAGE>   11
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  ROBERT E. SMITTCAMP
                                                   -----------------------------
<PAGE>   12
American General Corporation:     Board of Directors

Date:            January 29, 1998
Subject:         Form 10-K; Limited Power of Attorney for





Purpose.         The purpose of this limited power of attorney is to authorize
                 certain officers of the company to execute, on behalf of the
                 undersigned person, the company's 1997 annual report on Form
                 10-K, with such amendments thereto as may be necessary or
                 appropriate, together with any and all exhibits and other
                 related documents, and to file the Form 10-K with the SEC.





                           LIMITED POWER OF ATTORNEY


                 WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation
(company), will file with the Securities and Exchange Commission (Commission)
under Section 13 of the Securities Exchange Act of 1934, as amended (Act), its
annual report on Form 10-K for the fiscal year ended December 31, 1997 (Form
10-K), with such amendments thereto as may be necessary or appropriate,
together with any and all exhibits and other documents related thereto;

                 NOW, THEREFORE, the undersigned in his/her capacity as a
director or officer or both, as the case may be, of the company does hereby
appoint JON P. NEWTON, MARK S. BERG, and ELLEN H. MASTERSON, and each of them,
severally, his/her true and lawful attorney or attorneys-in-fact with or
without the others and with full power of substitution and resubstitution, to
execute in his/her name, place, and stead, in his/her capacity as a director or
officer or both, as the case may be, of the company, the Form 10-K and any and
all amendments thereto as said attorneys-in-fact or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed
with the Commission.  Each of said attorneys-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable in
connection with the Form 10-K, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys-in-fact and each of them.

                 IN WITNESS WHEREOF, the undersigned has executed this
instrument this 29th day of January, 1998.




                                                   /s/  ANNE M. TATLOCK
                                                   -----------------------------