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                                   EXHIBIT 24


                                POWER OF ATTORNEY

                       DIRECTORS OF CAPITAL HOLDINGS, INC.


         Know all men by these presents that each person whose name is signed
below has made, constituted and appointed, and by this instrument does make,
constitute and appoint John S. Szuch his true and lawful attorney with full
power of substitution and resubstitution to affix for him and in his name, place
and stead, as attorney-in-fact, his signature as director or officer, or both,
of Capital Holdings, Inc., an Ohio corporation (the "Company"), to a
Registration Statement on Form S-8 registering under the Securities Act of 1933,
common stock to be sold under the Capital Holdings, Inc. Amended and Restated
Director and Employee Stock Purchase Plan, and to any and all amendments,
post-effective amendments and exhibits to that Registration Statement, and to
any and all applications and other documents pertaining thereto, giving and
granting to such attorney-in-fact full power and authority to do and perform
every act and thing whatsoever necessary to be done in the premises, as fully as
he might or could do if personally present, and hereby ratifying and confirming
all that said attorney-in-fact or any such substitute shall lawfully do or cause
to be done by virtue hereof.

         IN WITNESS WHEREOF, this Power of Attorney has been signed at Sylvania,
Ohio, this 9th day of November, 1999.

/s/ James M. Appold
- ------------------------------      Director
James M. Appold

/s/ David P. Bennett
- ------------------------------      Director
David P. Bennett

/s/ Yale M. Feniger
- ------------------------------      Director
Yale M. Feniger

/s/ George A. Isaac, III
- ------------------------------      Director
George A. Isaac, III

/s/ Harley J. Kripke
- ------------------------------      Director
Harley J. Kripke

/s/ Michael C. Landin
- ------------------------------      Director
Michael C. Landin

/s/ Ronald R. Langenderfer
- ------------------------------      Director
Ronald R. Langenderfer

- ------------------------------      Director
Joel A. Levine

/s/ W. G. Lyden, III
- ------------------------------      Director
W. G. Lyden, III

/s/ Thomas W. Noe
- ------------------------------      Director
Thomas W. Noe

/s/ Noel S. Romanoff
- ------------------------------      Director
Noel S. Romanoff

/s/ Scott J. Savage
- ------------------------------      Director
Scott J. Savage

/s/ James D. Sayre
- ------------------------------      Director
James D. Sayre