1


                                                                      Exhibit 24


             Powers of Attorney of Directors and Executive Officers
                                       of
                            Park National Corporation



   2


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.




                                            /s/ William T. McConnell
                                            ------------------------------------
                                            William T. McConnell



   3


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.




                                            /s/ C. Daniel DeLawder
                                            ------------------------------------
                                            C. Daniel DeLawder



   4


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.




                                            /s/ John W. Kozak
                                            ------------------------------------
                                            John W. Kozak



   5


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for her and in her name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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 she might or could do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set her hand
this 29th day of December, 2000.




                                            /s/ Maureen Buchwald
                                            ------------------------------------
                                            Maureen Buchwald



   6


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.




                                            /s/ James J. Cullers
                                            ------------------------------------
                                            James J. Cullers




   7


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ D. C. Fanello
                                            ------------------------------------
                                            D. C. Fanello



   8


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ R. William Geyer
                                            ------------------------------------
                                            R. William Geyer



   9


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ Philip H. Jordan, Jr.
                                            ------------------------------------
                                            Philip H. Jordan, Jr., Ph.D.



   10


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ Howard E. LeFevre
                                            ------------------------------------
                                            Howard E. LeFevre



   11


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ Phillip T. Leitnaker
                                            ------------------------------------
                                            Phillip T. Leitnaker



   12


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ James A. McElroy
                                            ------------------------------------
                                            James A. McElroy


   13


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ John J. O'Neill
                                            ------------------------------------
                                            John J. O'Neill



   14


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ William A. Phillips
                                            ------------------------------------
                                            William A. Phillips



   15


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ J. Gilbert Reese
                                            ------------------------------------
                                            J. Gilbert Reese



   16


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ Rick R. Taylor
                                            ------------------------------------
                                            Rick R. Taylor



   17


                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-4 for the registration of certain of its common shares to be issued
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
20, 2000, between the Company and Security Banc Corporation, hereby constitutes
and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John
W. Kozak as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign both the Registration Statement on Form S-4 and
any and all amendments and documents related thereto, and to file the same, and
any and all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission and the American Stock Exchange, and
grants unto each of said attorneys-in-fact and agents, and substitute or
substitutes, 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, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and agents, or any
of them or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of December, 2000.



                                            /s/ John L. Warner
                                            ------------------------------------
                                            John L. Warner