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EXHIBIT 24
POWER OF ATTORNEY
(Re: Acquisition of The Bank of Winter Park)
Each of the undersigned officers and directors of HUNTINGTON BANCSHARES
INCORPORATED (the "Corporation") hereby appoints RALPH K. FRASIER, ZUHEIR SOFIA,
and GERALD R. WILLIAMS as his or her attorneys, and any of them, with power to
act without the others, as his or her attorney, to sign, in his or her name and
on his or her behalf, and in any and all capacities stated below, and to cause
to be filed with the Securities and Exchange Commission (the "Commission"), the
Corporation's Registration Statement on Form S-4 (the "Registration Statement")
for the purpose of registering under the Securities Act of 1933, as amended, a
maximum of 550,000 authorized and unissued shares of the common stock, without
par value, of the Corporation (as such number of shares may be adjusted from
time to time for stock dividends, stock splits, or similar transactions
affecting the common stock of the Corporation generally), in connection with the
proposed merger of The Bank of Winter Park into The Huntington National Bank,
and any and all amendments, including post-effective amendments, to the
Registration Statement, hereby granting to such attorneys, and to each of them,
individually, full power and authority to do and perform in the name and on
behalf of each of the undersigned, and in any and all such capacities, every act
and thing whatsoever necessary to be done in and about the premises as fully as
any of the undersigned could or might do in person, hereby granting to each such
attorney-in-fact full power of substitution and revocation and hereby ratifying
all that any such attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents as of
the dates indicated next to their respective signatures below.
/s/ Frank Wobst Chairman, Chief Executive Officer, September 15, 1997
- ------------------------------------------- and Director
Frank Wobst (principal executive officer)
/s/ Zuheir Sofia President, Chief Operating Officer, September 15, 1997
- ------------------------------------------- Treasurer, and Director
Zuheir Sofia
/s/ Gerald R. Williams Executive Vice President and Chief September 15, 1997
- ------------------------------------------- Financial Officer
Gerald R. Williams (principal financial officer and
principal accounting officer)
/s/ Don Conrad Director September 15, 1997
- -------------------------------------------
Don Conrad
/s/ Don M. Casto III Director September 15, 1997
- -------------------------------------------
Don M. Casto III
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/S/ Patricia T. Hayot
- -------------------------------------------
Patricia T. Hayot Director September 15, 1997
/s/ Wm. J. Lhota Director September 15, 1997
- -------------------------------------------
Wm. J. Lhota
/s/ Robert H. Schottenstein Director September 15, 1997
- -------------------------------------------
Robert H. Schottenstein
/s/ George A. Skestos Director September 15, 1997
- -------------------------------------------
George A. Skestos
/s/ Lewis R. Smoot, Sr. Director September 15, 1997
- -------------------------------------------
Lewis R. Smoot, Sr.
/s/ Timothy P. Smucker Director September 15, 1997
- -------------------------------------------
Timothy P. Smucker
/s/ William J. Williams Director September 15, 1997
- -------------------------------------------
William J. Williams