POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS, that ROSAMOND B. VAULE, whose signature appears
below constitutes and appoints RICHARD P. CHAPMAN, JR. and PAUL R. BECHET, or
either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any report filed pursuant to Section
16 of the Securities Exchange Act of 1934, as amended, including any Form 3,
Form 4 or Form 5 and all amendments to any such documents, if any, and to file
the same, with any exhibits thereto, with the Securities and Exchange Commission
(or other appropriate governmental authority of such purpose), granting unto
said attorneys-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents or their substitutes or
substitute may lawfully do or cause to be done by virtue hereof.




                                                /s/ ROSAMOND B. VAULE
                                                --------------------------------
                                                Signature


                                                January 19, 2000
                                                --------------------------------
                                                Date