EXHIBIT 24.1



POWER OF ATTORNEY



Each person whose signature appears below constitutes and
appoints Christopher M. Gleeson and Nicholas Malden, and each of them individually, as his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Form 10-K, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following Pursuant to the Securities Exchange Act of 1934, the following persons in the capacities and on the date indicated have signed this report below.



|Signature                                           |  | Title                                                                                              |  | Date          
|--------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | --------------
|                                                   
|/s/    CHRISTOPHER M. GLEESONChristopher M. Gleeson |  | President, Chief Executive Officer and Director (Principal Executive
Officer)                      |  | March 14, 2003
|                                                   
|/s/    NICHOLAS MALDENNicholas
Malden               |  | Vice President, Chief Financial Officer and Secretary (Principal Financial and
Accounting Officer) |  | March 14, 2003
|                                                   
|/s/    REX J. BATESRex J.
Bates                     |  | Director                                                                                           |  | March 14, 2003
|                                                   
|/s/    EDWARD M. GILESEdward M.
Giles               |  | Director                                                                                           |  | March 14, 2003
|                                                   
|/s/    THOMAS M. GROGANThomas M.
Grogan             |  | Director                                                                                           |  | March 14, 2003
|                                                   
|/s/    MARK C. MILLERMark C.
Miller                 |  | Director                                                                                           |  | March 14, 2003
|                                                   
|/s/    JOHN PATIENCEJohn
Patience                   |  | Director                                                                                           |  | March 14, 2003
|                                                   
|/s/    JACK W. SCHULERJack W.
Schuler               |  | Director                                                                                           |  | March 14, 2003
|                                                   
|/s/    JAMES R. WEERSINGJames R.
Weersing           |  | Director                                                                                           |  | March 14, 2003