<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, Walter A. Gubert, 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 8th day of March, 2000.

                                                     /s/ Douglas A. Warner III




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                             /s/ Paul A. Allaire






<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                            /s/ Riley P. Bechtel






<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                        /s/ Lawrence A. Bossidy





<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                            /s/ Martin Feldstein





<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                             /s/ Ellen V. Futter




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                               /s/ Hanna H. Gray




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                            /s/ Walter A. Gubert



<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                           /s/ James R. Houghton




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                           /s/ James L. Ketelsen




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                                /s/ John A. Krol




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                          /s/ Roberto G. Mendoza




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                      /s/ Michael E. Patterson




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                              /s/ Lee R. Raymond




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                          /s/ Richard D. Simmons




<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                            /s/ Kurt F. Viermetz





<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                               /s/ Lloyd D. Ward



<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, Walter A. Gubert, 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 8th day of March, 2000.


                                                          /s/ Douglas C. Yearley