1


                                   EXHIBIT 24

                               Powers of Attorney



   2


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                                 /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, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                                   /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, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                                /s/ David C. Bowers
                                                -------------------
                                                David C. Bowers




   5


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 her 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 20th day of January, 1998.

                                                  /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, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                               /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, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                                  /s/ Dominic C. Fanello
                                                  ----------------------
                                                  Dominic C. Fanello




   8


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                                /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, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   10


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

                                             /s/ Tamala Longaberger Kaido
                                             ----------------------------
                                             Tamala Longaberger Kaido




   11


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   12


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   13


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   14


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   15


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   16


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   17


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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




   18


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Park National Corporation, an Ohio corporation, (the
"Company"), which is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Exchange Act of 1934,
as amended, the Annual Report on Form 10-K for the fiscal year ended December
31, 1997, hereby constitutes and appoints William T. McConnell, C. Daniel
DeLawder and David C. Bowers 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 Annual Report
on Form 10-K and any and all amendments and documents related thereto, and to
file the same, and any and all exhibits, financial statements and schedules
related 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 20th day of January, 1998.

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