<PAGE>   1
                                                                          Page 1


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                  /s/ Douglas A. Warner III
<PAGE>   2
                                                                          Page 2


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                        /s/ Paul A. Allaire
<PAGE>   3
                                                                          Page 3


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                       /s/ Riley P. Bechtel
<PAGE>   4
                                                                          Page 4


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                    /s/ Lawrence A. Bossidy
<PAGE>   5
                                                                          Page 5


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                       /s/ Martin Feldstein
<PAGE>   6
                                                                          Page 6


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                        /s/ Ellen V. Futter
<PAGE>   7
                                                                          Page 7


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                          /s/ Hanna H. Gray
<PAGE>   8
                                                                          Page 8


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                       /s/ Walter A. Gubert
<PAGE>   9
                                                                          Page 9


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                      /s/ James R. Houghton
<PAGE>   10
                                                                         Page 10


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                      /s/ James L. Ketelsen
<PAGE>   11
                                                                         Page 11


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                           /s/ John A. Krol
<PAGE>   12
                                                                         Page 12


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                     /s/ Roberto G. Mendoza
<PAGE>   13
                                                                         Page 13


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                   /s/ Michael E. Patterson
<PAGE>   14
                                                                         Page 14


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                         /s/ Lee R. Raymond
<PAGE>   15
                                                                         Page 15


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                     /s/ Richard D. Simmons
<PAGE>   16
                                                                         Page 16


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                       /s/ Kurt F. Viermetz
<PAGE>   17
                                                                         Page 17


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                    /s/ Dennis Weatherstone
<PAGE>   18
                                                                         Page 18


                                                                      Exhibit 24



                                POWER OF ATTORNEY
                                   (Form 10-K)




         KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Douglas A. Warner III, Roberto G. Mendoza, Michael E. Patterson, Rachel
F. Robbins, James C. P. Berry and Gene A. Capello and each of them, with full
power to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all Annual Reports of J.P. Morgan & Co. Incorporated
on Form 10-K and any and all amendments thereto pursuant to the Securities
Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 9th day of March, 1998.


                                                    /s/ Douglas C. Yearley