POWER OF ATTORNEY

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Reuben F. Richards, Jr. and Thomas G. Werthan, or
either or them, his attorney-in-fact, with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement described in the attached resolutions as well as any and
all amendments (including post-effective amendments) to such Registration
Statement, and to sign any registration statement for the same offering covered
by such Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, 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 he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

Dated: January 22, 2002



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REUBEN F. RICHARDS, JR.




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THOMAS G. WERTHAN




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RICHARD A. STALL




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THOMAS J. RUSSELL




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ROBERT LOUIS-DREYFUS



EXHIBIT 24.1




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HUGH H. FENWICK




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SHIGEO TAKAYAMA




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CHARLES T. SCOTT




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JOHN J. HOGAN, JR.