HUNTINGTON BANCSHARES INC/MD, S-4, 1995-11-21

HUNTINGTON BANCSHARES INC/MD
S-4, 1995-11-21
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 21, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
Maryland 6711 31-0724920
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------
Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
---------------
Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-4647
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies of Correspondence to:
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<S> <C>
Mary Beth M. Clary, Esq. Ralph F. MacDonald, III, Esq.
Porter, Wright, Morris & Arthur Alston & Bird
41 South High Street One Atlantic Center
Columbus, Ohio 43215 1201 W. Peachtree Street
(614) 227-2166 Atlanta, Georgia 30309-3424
(404) 881-7582
---------------
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of
a holding company and there is compliance with General Instruction G, check the following box. [ ]
</TABLE>

<TABLE>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
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<S> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share* Price* Fee*
- ------------------------------------------------------------------------------------------------------------------
Common stock, without par value**... 6,800,000 $1,107 $33,212,000 $ 11,452
==================================================================================================================
<FN>
* Estimated solely for the purpose of calculating the registration fee based on the book value on September 30, 1995,
of the 30,000 shares of common stock of Peoples Bank of Lakeland to be canceled in the Merger, reduced by the
amount of cash to be paid by the Registrant in the Merger, in accordance with Rule 457(f)(2) and (3).

** Includes the right to purchase Series A Junior Participating Preferred
Stock, without par value. Prior to the occurrence of certain events, these
rights will not be exercisable or evidenced separately from the common
stock.

</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Form S-4 Item Prospectus Caption
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<S> <C> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . Facing Page of Registration Statement; Cross Reference Sheet; Cover
Page of Prospectus.
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . Available Information; Table of Contents.

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . . . . . Introduction; Summary Information; Selected Financial Data.

4. Terms of the Transaction . . . . . . . . . . The Merger; Effect of the Merger on Shareholders' Rights; Huntington
Bancshares Incorporated - Description of Huntington Common Stock.

5. Pro Forma Financial Information . . . . . . . Not Applicable.

6. Material Contracts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . The Merger.

7. Additional Information Required for
Reoffering by Persons and Parties Deemed
to Be Underwriters . . . . . . . . . . . . . Not Applicable.

8. Interests of Named Experts and Counsel . . . The Merger - Opinion of Financial Advisor; Experts; Legal Opinions.

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . Not Applicable.

10. Information with Respect to S-3 Registrants . Not Applicable.

11. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . Not applicable.

12. Information with Respect to S-2 or S-3
Registrants . . . . . . . . . . . . . . . . . Not Applicable.

13. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . Not Applicable.

14. Information with Respect to Registrants
Other Than S-3 or S-2 Registrants . . . . . . Huntington Bancshares Incorporated; Government Regulation;
Consolidated Financial Statements of Huntington.

15. Information with Respect to S-3 Companies . . Not Applicable.
</TABLE>
<PAGE> 3

<TABLE>
Form S-4 Item Prospectus Caption
------------- ------------------
<S> <C> <C>
16. Information with Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . . . . . Not Applicable.

17. Information with Respect to Companies
Other than S-3 or S-2 Companies . . . . . . . Peoples Bank of Lakeland; Government Regulation; Financial Statements
of Lakeland.
18. Information if Proxies, Consents or
Authorizations are to be Solicited . . . . . Introduction; Summary Information - The Special Meeting and Record
Date; The Merger; Huntington Bancshares Incorporated; Peoples Bank of
Lakeland.
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or
in an Exchange Offer . . . . . . . . . . . . Not Applicable.
</TABLE>
<PAGE> 4
PEOPLES BANK OF LAKELAND
115 South Missouri Avenue
Lakeland, Florida 33802-1607

_________, 1995

Dear Fellow Shareholders:

You are cordially invited to attend the Special Meeting of
Shareholders (the "Special Meeting") of Peoples Bank of Lakeland ("Lakeland"),
which will be held on Tuesday, December 19, 1995, at 2:00 p.m. local time. The
Special Meeting will be held in the second floor meeting room at the executive
offices of Lakeland, 115 South Missouri Avenue, Lakeland, Florida.

At the Special Meeting, shareholders of Lakeland will be asked to
consider and vote on the Agreement and Plan of Merger, dated as of August 25,
1995, among Lakeland, Huntington Bancshares Incorporated ("Huntington"), and
The Huntington National Bank of Lakeland (in organization) (the "Bank"), and
the Plan of Merger, dated as of August 25, 1995, between Lakeland and the Bank,
pursuant to which Lakeland would be merged into the Bank (the "Merger"). In
the Merger, Lakeland shareholders will receive a combination of whole shares
of Huntington common stock and cash in exchange for the shares of Lakeland
common stock held by them. The actual number of shares of Huntington stock and
exact amount of cash to be exchanged for each share of Lakeland stock will be
determined pursuant to a formula that is based, in part, on a total purchase
price of $154 million for all of the issued and outstanding stock of Lakeland
as of the time of the consummation of the Merger, with approximately 70% of
such amount to be paid in shares of Huntington common stock and the remainder
to be paid in cash, subject to reduction under certain specified circumstances.
The number of shares of Huntington common stock to be received for each share
of Lakeland common stock will depend on, among other things, the average of the
closing sale prices for a share of Huntington common stock for the five trading
days immediately preceding the day that is two business days prior to the
effective date of the Merger.

Huntington, headquartered in Columbus, Ohio, is the fourth largest
bank holding company in Ohio in terms of total assets at September 30, 1995.
Huntington, through its affiliates, conducts a full service commercial and
consumer banking business, engages in mortgage banking, lease financing, trust
services, discount brokerage services, underwriting credit life and disability
insurance, and issuing commercial paper guaranteed by Huntington, and provides
other financial products and services. As of September 30, 1995, Huntington
affiliates operated 329 banking offices in Ohio, Florida, Indiana, Kentucky,
Michigan, Pennsylvania, and West Virginia. Huntington common stock is traded
on the Nasdaq National Market under the symbol "HBAN".

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AS BEING IN
THE BEST INTEREST OF LAKELAND'S SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE IN
FAVOR OF THE APPROVAL OF THE AGREEMENT AND PLAN OF MERGER.

Additional information regarding the Merger and the parties thereto is
set forth in the attached Proxy Statement, which also serves as the Prospectus
regarding the common stock of Huntington to be issued in connection with the
Merger. Please read these materials and carefully consider the information
contained in them.

The affirmative vote of the holders of two-thirds of the outstanding
shares of Lakeland Common Stock is required to approve the Merger.
Accordingly, your vote is important no matter how large or how small your
holdings may be. Whether or not you plan to attend the Special Meeting, you
are urged to complete, sign, and promptly return the enclosed proxy card to
assure that your shares will be voted at the Special Meeting. If you attend
the Special Meeting, you may vote in person if you wish and your proxy will not
be used.

Very truly yours,

E. V. McClurg
Chairman of the Board
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[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 6
PEOPLES BANK OF LAKELAND
115 S. Missouri Avenue
Lakeland, Florida 33802-1607
------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 19, 1995
------------------
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of Peoples Bank of Lakeland ("Lakeland") has been called by
the Board of Directors and will be held in the second floor meeting room at the
executive offices of Lakeland, 115 South Missouri Avenue, Lakeland, Florida, on
Tuesday, December 19, 1995, at 2:00 p.m. local time, for the following
purposes:

1. To consider and vote upon the approval of a certain Agreement and
Plan of Merger, dated as of August 25, 1995, and a Plan of Merger,
dated as of August 25, 1995 (collectively, the "Merger Documents"),
and the consummation of the merger contemplated therein. Pursuant to
the Merger Documents, Lakeland would be merged into The Huntington
National Bank of Lakeland, which is being formed as a wholly owned
subsidiary of Huntington Bancshares Incorporated ("Huntington"), and
the shareholders of Lakeland would receive a combination of whole
shares of Huntington common stock and cash in exchange for their
shares of common stock of Lakeland, as more fully described in the
accompanying Proxy Statement; and

2. To transact any other business which may properly come before the
meeting or any adjournment or adjournments thereof. (The Board of
Directors is not currently aware of any other business to come before
the Special Meeting.)

Only holders of Lakeland common stock of record at the close of business
on November 15, 1995, the record date for the Special Meeting, are entitled to
notice of and to vote at the Special Meeting and any adjournments thereof. A
holder of Lakeland common stock who dissents from the Merger Documents and who
complies with the provisions of applicable law relating to dissenters' rights
will be entitled to receive payment in cash of the appraised value of only
those shares held by the shareholder (a) which are voted against the approval
of the Merger Documents at the Special Meeting, or (b) with respect to which
the holder thereof has given written notice to Lakeland, at or prior to the
Special Meeting, that the shareholder intends to dissent from the Merger
Documents and which are not voted in favor of approval of the Merger Documents.
See "THE MERGER - APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS."

THE BOARD OF DIRECTORS OF LAKELAND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" APPROVAL OF THE MERGER DOCUMENTS AND CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY.

We urge you to execute and return the enclosed proxy as soon as possible
in order to ensure that your shares will be represented at the Special Meeting.
Your proxy may be revoked in the manner described in the accompanying Proxy
Statement at any time before it has been voted at the Special Meeting. If you
attend the Special Meeting, you may vote in person, and your proxy will not be
used.

Dated: __________, 1995 By Order of the Board of Directors

E. V. McClurg
Chairman of the Board

*********************************************************************
* WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, *
* PLEASE SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING *
* ENVELOPE. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES. *
* PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES AT THIS TIME. *
*********************************************************************

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[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 8

PROSPECTUS
HUNTINGTON BANCSHARES INCORPORATED

COMMON STOCK
(without par value)

This Prospectus relates to up to 6,800,000 shares of common stock,
without par value, together with the Rights (as hereinafter defined) attached
thereto (the "Huntington Common Stock"), of Huntington Bancshares Incorporated
("Huntington"), which may be issued in connection with the merger (the "Merger")
of Peoples Bank of Lakeland ("Lakeland") into The Huntington National Bank of
Lakeland (in organization) (the "Bank"). This Prospectus also serves as the
Proxy Statement for the Special Meeting of Shareholders of Lakeland to be held
on December 19, 1995, for the purpose of approving the Agreement and Plan of
Merger, dated as of August 25, 1995, among Huntington, the Bank, and Lakeland
(the "Merger Agreement"), and the Plan of Merger, dated as of August 25, 1995,
between Lakeland and the Bank (the "Merger Plan"), and the Merger contemplated
thereby. The Merger Agreement and the Merger Plan are collectively referred to
herein as the "Merger Documents." A description of the Merger is included
herein.

At such time as the Merger becomes effective (the "Effective Time"),
each issued and outstanding share of the common stock, $100.00 par value, of
Lakeland ("Lakeland Common Stock") will be converted into the right to receive a
combination of whole shares of Huntington Common Stock and cash. The actual
number of shares of Huntington Common Stock and the exact amount of cash to be
exchanged for each share of Lakeland Common Stock will be determined pursuant to
a formula that is based, in part, on a total purchase price of $154 million for
all of the issued and outstanding shares of Lakeland Common Stock as of the time
of the consummation of the Merger, with approximately 70% of such amount to be
paid in whole shares of Huntington Common Stock and the remainder to be paid in
cash, with such cash subject to reduction under certain circumstances specified
by the Merger Documents. The number of whole shares of Huntington Common Stock
to be received for each share of Lakeland Common Stock will depend on, among
other things, the average of the closing sale prices for a share of Huntington
Common Stock for the five trading days immediately preceding the day that is two
business days prior to the effective date of the Merger (the "Average Closing
Sale Price"). See "THE MERGER - TERMS OF THE MERGER."

-------------

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS
OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

-------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-------------

NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN
THIS PROXY STATEMENT/PROSPECTUS AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
HUNTINGTON. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED BY
THIS PROXY STATEMENT/PROSPECTUS IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT
WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROXY STATEMENT/PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

-------------

The Date of this Proxy Statement/Prospectus is __________, 1995.
<PAGE> 9
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<CAPTION>
TABLE OF CONTENTS

Page Page
<S> <C> <C> <C>
AVAILABLE INFORMATION . . . . . . . . . . . 3 Special Meetings . . . . . . . . . . . . . 32
PEOPLES BANK OF LAKELAND Directors' and Shareholders' Right to Adopt,
PROXY STATEMENT . . . . . . . . . . . . . 4 Alter, or Repeal the Bylaws . . . . . . . 33
INTRODUCTION . . . . . . . . . . . . . . . . 4 Rights of Dissenting Shareholders . . . 33
SUMMARY INFORMATION . . . . . . . . . . . . 5 Personal Liability of Officers and Directors
Huntington and the Bank . . . . . . . . . 5 to Shareholders . . . . . . . . . . . 33
Lakeland . . . . . . . . . . . . . . . . 5 Rights Plan . . . . . . . . . . . . . . 34
The Special Meeting and Record Date . . . 5 HUNTINGTON BANCSHARES INCORPORATED . . . . 34
The Merger . . . . . . . . . . . . . . . 6 General . . . . . . . . . . . . . . . . 34
Vote Required . . . . . . . . . . . . . . 6 Huntington Directors . . . . . . . . . . 35
Appraisal Rights of Dissenting Shareholders 7 Compensation of Huntington Directors . . 37
Interests of Management . . . . . . . . . 7 Executive Officers of Huntington . . . . 39
Federal Income Tax Consequences . . . . . 7 Compensation of Executive Officers . . . 40
Accounting Treatment . . . . . . . . . . 7 Transactions with Directors and Officers 46
Regulatory Approvals . . . . . . . . . . 8 Ownership of Huntington Common Stock . . 46
Comparative Per Share Information . . . . 8 Description of Huntington Common Stock . . 48
SELECTED FINANCIAL DATA . . . . . . . . . . . 9 Dividends and Price Range of Huntington
Selected Financial Data of Huntington . . 9 Common Stock . . . . . . . . . . . . . 49
Selected Financial Data of Lakeland . . . 10 Properties . . . . . . . . . . . . . . . 50
THE MERGER . . . . . . . . . . . . . . . . . 11 Legal Proceedings . . . . . . . . . . . 51
Background of the Merger . . . . . . . . 11 PEOPLES BANK OF LAKELAND . . . . . . . . . 51
Reasons for the Merger . . . . . . . . . 12 General . . . . . . . . . . . . . . . . 51
Opinion of Financial Advisor . . . . . . 13 Competition . . . . . . . . . . . . . . 51
Effective Date of the Merger . . . . . . 18 Description of Property . . . . . . . . 52
Terms of the Merger . . . . . . . . . . . 18 Legal Proceedings . . . . . . . . . . . 52
Exchange of Certificates . . . . . . . . 20 Principal and Management Shareholders . 53
Covenants of the Parties . . . . . . . . 21 Market for Lakeland Common Stock and
Conditions to Consummation of the Merger 23 Related Shareholder Matters . . . . . 54
Amendment; Termination . . . . . . . . . 24 GOVERNMENT REGULATION . . . . . . . . . . 55
Appraisal Rights of Dissenting Shareholders 25 General . . . . . . . . . . . . . . . . 55
Interests of Management . . . . . . . . . 26 Holding Company Structure . . . . . . . 55
Federal Income Tax Consequences . . . . . 27 Dividend Restrictions . . . . . . . . . 56
Accounting Treatment . . . . . . . . . . 28 FDIC Insurance . . . . . . . . . . . . . 57
Regulatory Approvals . . . . . . . . . . 28 Capital Requirements . . . . . . . . . . 58
Resales of Huntington Common Stock . . . 29 Federal Deposit Insurance Corporation
EFFECT OF THE MERGER ON Improvement Act of 1991 . . . . . . . 58
SHAREHOLDERS' RIGHTS . . . . . . . . . . . 30 Other Developments . . . . . . . . . . . 59
Capital Stock . . . . . . . . . . . . . . 30 EXPERTS . . . . . . . . . . . . . . . . . 60
Nomination, Election, and Removal of LEGAL OPINIONS . . . . . . . . . . . . . . 61
Directors . . . . . . . . . . . . . . . . 30 OTHER MATTERS . . . . . . . . . . . . . . 61
Shareholder Proposals . . . . . . . . . . 31 INDEX TO FINANCIAL INFORMATION . . . . . . 62
Special Voting Requirements for Certain
Transactions . . . . . . . . . . . . . . 31
Evaluation of Mergers and Consolidations 32
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
<S> <C>
Exhibit A - Agreement and Plan of Merger
Exhibit B - Opinion of The Carson Medlin Company
Exhibit C - Appraisal Rights of Dissenting Shareholders - Title 12, Section 215a, paragraphs (b)-(d),
of the United States Code.
</TABLE>

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<PAGE> 10

AVAILABLE INFORMATION

Huntington is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Copies of such reports, proxy
statements, and other information filed by Huntington can be inspected and
copied at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the public reference facilities of the
regional offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material also can be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed by
the rules and regulations of the Commission. This Proxy Statement/Prospectus
does not contain all of the information set forth in the Registration Statement
and exhibits thereto which Huntington has filed with the Commission under the
Securities Act of 1933, as amended (the "Registration Statement"), and to which
reference is hereby made.

All information contained herein with respect to Huntington and its
subsidiaries, was supplied by Huntington and all information contained herein
with respect to Lakeland and The Carson Medlin Company, Lakeland's financial
advisor, was supplied by Lakeland. Although neither Huntington nor Lakeland
has any knowledge that would indicate that any statements or information
relating to the other party contained herein is inaccurate or incomplete,
neither Huntington nor Lakeland can warrant the accuracy or completeness of
such statements or information as they relate to the other party.

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<PAGE> 11
PEOPLES BANK OF LAKELAND
____________________________

PROXY STATEMENT
____________________________

INTRODUCTION

This Proxy Statement/Prospectus and the accompanying proxy are being
furnished to the shareholders of Lakeland in connection with the solicitation of
proxies by the Board of Directors of Lakeland for a Special Meeting of
Shareholders to be held at 2:00 p.m., local time, on Tuesday, December 19, 1995,
in the second floor meeting room at the executive offices of Lakeland, 115 South
Missouri Avenue, Lakeland, Florida, and any adjournments or postponements
thereof (the "Special Meeting"), to consider and vote upon the approval and
adoption of the Merger Agreement and the Merger Plan and the approval of the
transactions contemplated thereby. This Proxy Statement/Prospectus and
accompanying proxy will be first sent or given to the shareholders of Lakeland
on or about December ___, 1995.

The shares represented by the accompanying proxy will be voted as
directed if the proxy is properly signed and received by Lakeland prior to the
Special Meeting. The proxy will be voted FOR the approval and adoption of the
Merger Documents and the approval of the transactions contemplated thereby if
no direction is made to the contrary on a duly executed and returned proxy.
The proxy may also be used to grant discretionary authority to vote on other
matters which may arise at the Special Meeting. While management of Lakeland
is presently unaware of any such matters, the person or persons designated to
vote the shares will cast votes according to their best judgment if any such
matters properly come before the Special Meeting. A person giving the enclosed
proxy has the power to revoke it at any time prior to the Special Meeting by
filing with the Secretary of Lakeland a written notice of revocation or a
subsequent proxy relating to the same shares, or by attending the Special
Meeting and voting in person (although attendance at the Special Meeting will
not in and of itself constitute revocation of a proxy).

A majority of the outstanding shares of Lakeland Common Stock,
represented in person or by proxy, will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum at the Special Meeting. The affirmative vote
of the holders of two-thirds of the outstanding shares of Lakeland Common Stock
is required to approve and adopt the Merger Documents and approve the Merger.
Because the approval and adoption of the Merger Documents and approval of the
transactions contemplated thereby require the affirmative vote of a particular
percentage of the outstanding shares of Lakeland Common Stock, an abstention or
a broker non-vote with respect to such matter will have the same effect as a
vote against the matter for purposes of determining whether the requisite
number of votes has been obtained for approval. No approval of the Merger
Documents or the Merger is required by holders of Huntington Common Stock.

Lakeland shareholders of record at the close of business on November
15, 1995 (the "Record Date"), will be entitled to vote at the Special Meeting.
At that date, Lakeland had 30,000 shares of Lakeland Common Stock issued
and outstanding and entitled to vote on all matters requiring a vote of the
shareholders. These shares were held by approximately 206 holders of record.
Each share of Lakeland Common Stock entitles the holder to one vote,
exercisable in person or by properly executed proxy, on each matter that comes
before the shareholders at the Special Meeting.

Lakeland will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others, if any, for forwarding
solicitation material to beneficial owners of stock; provided that, pursuant to
the Merger Agreement, Huntington and Lakeland have agreed each to bear and pay
one-half of the filing fee payable in connection with the Registration
Statement and the printing costs incurred in connection with the printing of
this Proxy Statement/Prospectus. Representatives of Lakeland may solicit
proxies by mail, telegram, telephone, or personal interview.

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<PAGE> 12
SUMMARY INFORMATION

The following is a brief summary of certain information with respect
to the Merger. This summary is not intended to be complete and is qualified in
its entirety by reference to, and should be read in conjunction with, the
detailed information and financial statements contained herein and in the
exhibits hereto.

HUNTINGTON AND THE BANK

Huntington, a multi-state bank holding company incorporated under the
laws of the State of Maryland in 1966, is headquartered in Columbus, Ohio. At
September 30, 1995, Huntington had total assets of approximately $20.2 billion
and total deposits of approximately $12.5 billion. Huntington, through its
affiliates, conducts a full service commercial and consumer banking business,
engages in mortgage banking, lease financing, trust services, discount
brokerage services, underwriting credit life and disability insurance, and
issuing commercial paper guaranteed by Huntington, and provides other financial
products and services. At September 30, 1995, Huntington's affiliates operated
176 banking offices in Ohio, 45 banking offices in West Virginia, 42 banking
offices in Michigan, 25 banking offices in Indiana, 20 banking offices in
Florida, 16 banking offices in Northern Kentucky, five banking offices in
Western Pennsylvania, and one foreign office in the Cayman Islands. In
addition, Huntington's mortgage company affiliate has loan origination offices
throughout the Midwest and East Coast, as well as one office in Houston, Texas.
The principal executive offices of Huntington are located at Huntington Center,
41 South High Street, Columbus, Ohio 43287 (telephone number 614-480-8300).

The Bank is being formed as a national banking association which, upon
formation, will be a wholly owned subsidiary of Huntington. Immediately
following the consummation of the Merger, Huntington intends to transfer all of
the shares of the Bank to its wholly owned subsidiary, Huntington Bancshares
Florida, Inc. ("Huntington Florida"), a bank holding company incorporated under
the laws of the State of Ohio. Huntington Florida currently has one wholly
owned subsidiary, The Huntington National Bank of Florida ("HNB Florida"), a
national banking association headquartered in Maitland, Florida. Huntington is
currently seeking a private letter ruling (the "Private Letter Ruling") from
the Internal Revenue Service (the "IRS") that would permit Huntington Florida
to merge the Bank into HNB Florida without adverse tax consequences to
Huntington, the Bank, Lakeland, and/or the Lakeland shareholders. If the
Private Letter Ruling is received prior to the consummation of the Merger, the
merger of the Bank into HNB Florida could take place immediately after the
Effective Time of the Merger; however, none of the contribution of the Bank's
shares to Huntington Florida, the Private Letter Ruling, nor the merger of the
Bank into HNB Florida, if it occurs, affects or is a condition to the Merger.

LAKELAND

Lakeland, a state-chartered bank incorporated under the laws of the
State of Florida in 1931, is headquartered in Lakeland, Florida. At September
30, 1995, Lakeland had total assets of $523.3 million and total deposits of
$427.9 million. Lakeland is principally engaged in the commercial banking
business, which includes lending, investment, deposit, and borrowing
activities, as well as trust services. Lakeland operates ten full-service
offices in Polk County, Florida. The principal executive offices of Lakeland
are located at 115 South Missouri Avenue, Lakeland, Florida 33802-1607
(telephone number 813-887-8500).

THE SPECIAL MEETING AND RECORD DATE

The Special Meeting will be held at 2:00 p.m., local time, on Tuesday,
December 19, 1995, in the second floor meeting room at the executive offices of
Lakeland, 115 South Missouri Avenue, Lakeland, Florida. The close of business
on November 15, 1995, has been set as the record date for determining the
shareholders of record of Lakeland entitled to notice of and to vote at the
Special Meeting and any adjournments or postponements thereof (the "Record
Date"). The presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to vote at the Special Meeting is necessary to
constitute a quorum at the Special Meeting.

- 5 -
<PAGE> 13
THE MERGER

At the Special Meeting, Lakeland shareholders will consider and vote
upon the approval and adoption of the Merger Documents and approval of the
Merger. The Merger Documents provide for the merger of Lakeland into the Bank
and set forth certain representations, warranties, conditions, and covenants
made by Huntington, the Bank, and Lakeland as an inducement to the other
parties to execute and deliver the Merger Documents and to consummate the
Merger. Upon the effectiveness of the Merger, Lakeland shareholders will
become shareholders of Huntington, Lakeland will be merged into the Bank, the
Bank will continue to be a wholly owned subsidiary of Huntington, and the
separate existence of Lakeland will cease. Immediately following the
consummation of the Merger, Huntington intends to transfer all of the shares of
the Bank to Huntington Florida. Huntington is currently seeking a Private
Letter Ruling from the IRS that would permit Huntington Florida to merge the
Bank into HNB Florida without adverse tax consequences to Huntington, the Bank,
Lakeland, and/or the Lakeland shareholders. If the Private Letter Ruling is
received prior to the consummation of the Merger, the merger of the Bank into
HNB Florida could take place immediately after the Effective Time of the
Merger; however, none of the contribution of the Bank's shares to Huntington
Florida, the Private Letter Ruling, nor the merger of the Bank into HNB
Florida, if it occurs, affects or is a condition to the Merger.

At the Effective Time, each share of Lakeland Common Stock issued and
outstanding immediately prior to the Effective Time (excluding shares held by
Lakeland, Huntington, or Huntington's subsidiaries, in each case other than in
a fiduciary capacity or as a result of debts previously contracted, which will
be cancelled and retired at the Effective Time, and excluding any shares held
by shareholders who have perfected their statutory appraisal rights) will be
converted into the right to receive a combination of whole shares of Huntington
Common Stock and cash. The actual number of shares of Huntington Common Stock
and the exact amount of cash to be exchanged for each share of Lakeland Common
Stock will be determined pursuant to a formula that is based, in part, on a
total purchase price of $154 million for all of the issued and outstanding
shares of Lakeland Common Stock on the effective date of the Merger (the
"Effective Date"), with approximately 70% of such amount to be paid in whole
shares of Huntington Common Stock and the remainder to be paid in cash, with
such cash subject to reduction under certain specified circumstances. The
actual number of shares of Huntington Common Stock to be received for each
share of Lakeland Common Stock will depend on the Average Closing Sale Price.
See "THE MERGER - TERMS OF THE MERGER."

The average closing sale price per share of Huntington Common Stock as
reported on the Nasdaq National Market for the five trading days immediately
preceding the Record Date was $23.8625. If the Average Closing Sale Price were
$23.8625 at the Effective Date (and assuming that there is no reduction in the
amount of cash to be paid in the Merger), a Lakeland shareholder owning one
share of Lakeland Common Stock would be entitled to receive approximately 150
whole shares of Huntington Common Stock (the "Estimated Share Exchange Ratio")
and approximately $1,553.96 in cash. The market price of Huntington Common
Stock at the Effective Time, or on the date on which certificates representing
such shares are received, may be higher or lower than the Average Closing Sale
Price or the market price of Huntington Common Stock as of the Record Date or
at the time of the Special Meeting. Shareholders are advised to obtain current
market quotations for Huntington Common Stock.

Lakeland has received an opinion of The Carson Medlin Company ("Carson
Medlin"), Lakeland's financial advisor, that the terms of the Merger are fair,
from a financial point of view, to the shareholders of Lakeland. See "THE
MERGER - BACKGROUND OF THE MERGER," "- OPINION OF FINANCIAL ADVISOR," and "-
CONDITIONS TO CONSUMMATION OF THE MERGER" and the opinion of Carson Medlin,
which is attached hereto as Exhibit B.

It is contemplated that the Merger will be consummated as soon as
practicable after the satisfaction of various conditions thereto, including the
receipt of required regulatory approvals, but in no event prior to January 15,
1996. See "THE MERGER - EFFECTIVE DATE OF THE MERGER," and "- CONDITIONS TO
CONSUMMATION OF THE MERGER."

VOTE REQUIRED

A vote of the shareholders of Lakeland is required to approve and
adopt the Merger Documents and approve the transactions contemplated thereby.
Shareholder approval of the Merger is governed by federal banking law which
requires the affirmative vote of the holders of two-thirds of the outstanding
shares of Lakeland Common Stock. As of

- 6 -
<PAGE> 14
the Record Date, the directors and executive officers of Lakeland beneficially
owned 12,330 shares of Lakeland Common Stock, which represent 41.10% of the
total issued and outstanding shares of such stock entitled to vote at the
Special Meeting. As an inducement for Huntington and the Bank to enter into
the Merger Documents, eight directors and executive officers of Lakeland and
their affiliates, beneficially owning in the aggregate 17,780 shares of
Lakeland Common Stock as of the Record Date, or approximately 59.27% of the
outstanding shares of such stock entitled to vote at the Special Meeting,
executed certain Shareholder Agreements (the "Shareholder Agreements"),
pursuant to which these shareholders agreed to vote the shares beneficially
owned by them in favor of the approval of the Merger Documents and the approval
of the Merger and against the approval of any competing acquisition offer or
any other transaction which is inconsistent with the obligation of Lakeland to
consummate the Merger.

THE BOARD OF DIRECTORS OF LAKELAND UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF LAKELAND VOTE IN FAVOR OF THE APPROVAL AND ADOPTION OF THE
MERGER DOCUMENTS AND APPROVAL OF THE MERGER. SEE "THE MERGER - BACKGROUND OF
THE MERGER" AND "- REASONS FOR THE MERGER."

APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS

If the Merger is consummated, holders of Lakeland Common Stock who did
not vote in favor of the Merger and who comply with all notice requirements and
other procedures specified under applicable law will have the right to obtain
an appraisal of the value of their shares and to receive payment in cash of
such value in exchange for their shares. See "THE MERGER - APPRAISAL RIGHTS OF
DISSENTING SHAREHOLDERS."

INTERESTS OF MANAGEMENT

Upon consummation of the Merger, Huntington has agreed to provide
generally to the officers and employees of Lakeland certain employee benefits
and severance benefits and to cause the Bank to honor all employment,
severance, consulting, and other compensation agreements between Lakeland and
any current or former director, officer, or employee of Lakeland. In
addition, Huntington has agreed that it and its affiliates will indemnify the
present and former directors, officers, employees, and agents of Lakeland
against certain liabilities arising at or prior to the Effective Time to the
fullest extent permitted under applicable law, or by Lakeland's Articles of
Incorporation or Bylaws, consistent with the provisions detailed in the Merger
Agreement. See "THE MERGER - INTERESTS OF MANAGEMENT."

FEDERAL INCOME TAX CONSEQUENCES

It is anticipated that the Merger will be a tax-free reorganization for
federal income tax purposes and that no gain or loss will be recognized by the
shareholders of Lakeland to the extent their shares of Lakeland Common Stock are
converted into shares of Huntington Common Stock in the Merger. Lakeland
shareholders will recognize income or gain for federal income tax purposes with
respect to cash received in the Merger and will recognize income, gain, or loss
for federal income tax purposes with respect to cash received in connection with
the exercise of appraisal rights under applicable law. See "THE MERGER -
FEDERAL INCOME TAX CONSEQUENCES." All shareholders should consult with their
own tax advisors as to the particular tax consequences of the Merger, including
the applicability and effect of state, local, and foreign tax laws and possible
changes in the tax laws.

ACCOUNTING TREATMENT

Huntington intends to treat the Merger as a purchase for accounting
purposes. See "THE MERGER - ACCOUNTING TREATMENT."

- 7 -
<PAGE> 15
REGULATORY APPROVALS

The Merger must be approved by the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") and the Office of the Comptroller
of the Currency (the "OCC"). In addition, the Florida Department of Banking
and Finance (the "Florida Department") must be notified of the acquisition of
Lakeland by Huntington. The applications and notices required to be filed with
these agencies were filed on October 23, 1995. See "THE MERGER - REGULATORY
APPROVALS."

COMPARATIVE PER SHARE INFORMATION

The following summary presents unaudited selected comparative per
share information for Huntington on a historical basis; for Lakeland on a
historical basis; for Huntington and Lakeland on a pro forma combined basis;
and for Lakeland on an equivalent pro forma basis.

During 1995, Huntington completed the acquisitions of Security
National Corporation, a bank holding company headquartered in Maitland, Florida
("Security National"), and Reliance Bank of Florida, a Florida state chartered
bank headquartered in Melbourne, Florida ("Reliance"), both of which were
accounted for as poolings of interests. Prior year financial statements of
Huntington were not restated for these transactions because they were
immaterial to Huntington as a whole. Also during 1995, Huntington completed
the acquisition of First Seminole Bank, a Florida state chartered bank
headquartered in Lake Mary, Florida ("First Seminole"), which was accounted for
as a purchase.

Lakeland equivalent pro forma amounts were computed by multiplying
Huntington's pro forma amounts by the Estimated Share Exchange Ratio of 150
shares of Huntington Common Stock for each share of Lakeland Common Stock. See
"THE MERGER - TERMS OF THE MERGER." The data presented below is based upon and
should be read in conjunction with the historical financial statements and
related notes thereto, included herein, of Huntington and Lakeland (adjusted
for stock splits and stock dividends, as appropriate), and unaudited pro forma
combined financial statements giving effect to the Merger. Results for the
nine months ended September 30, 1995, are not necessarily indicative of results
expected for the entire year, nor are pro forma amounts necessarily indicative
of results that would have been or will be obtained on a combined basis.

<TABLE>
<CAPTION>
Huntington Lakeland
-------------------- ------------------------
Equivalent
Historical Pro Forma Historical Pro Forma(1)
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Book Value Per Common Share: .
As of September 30, 1995. . . . . $11.02 $11.02 $2,647.07 $1,653.00
As of December 31, 1994 . . . . . 10.32 10.32 2,311.73 1,548.00
Cash Dividends Declared
Per Common Share:
For the nine months ended
September 30, 1995 . . . . . . $0.58 $0.58 -- $87.00
For the year ended
December 31, 1994 . . . . . . . 0.68 0.68 110.00 102.00
Net Income Per Common Share:
For the nine months ended
September 30, 1995 . . . . . . $1.29 $1.27 $206.00 $190.50
For the year ended
December 31, 1994 . . . . . . . 1.78 1.76 302.47 264.00
- --------------------
<FN>
(1) A Lakeland shareholder owning one share of Lakeland Common Stock is
also entitled to receive approximately $1,553.96 in cash, subject to reduction
under certain specified conditions.

</TABLE>

Huntington Common Stock is traded in the over-the-counter market on
the Nasdaq National Market. The last sale price per share of Huntington Common
Stock on the Nasdaq National Market as of August 24, 1995, the last trading day
prior to the public announcement of the proposed Merger, and as of November 15,
1995, were $21.875 and $23.750, respectively.

- 8 -
<PAGE> 16
There is no active trading market for Lakeland Common Stock, although
isolated transactions do occur from time to time. To the knowledge of
Lakeland, all transactions in Lakeland Common Stock are negotiated on a private
basis, and quotations for Lakeland Common Stock are not published.

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA OF HUNTINGTON

The following selected financial data of Huntington for the five years
ended December 31, 1994, have been derived from Huntington's audited financial
statements. The selected financial data of Huntington for the nine months
ended September 30, 1995 and 1994, have been derived from unaudited
consolidated financial statements and reflect all adjustments that, in the
opinion of management, are necessary for a fair and consistent presentation of
such data. Operating results for the nine months ended September 30, 1995, are
not necessarily indicative of results expected for the entire year. This data
should be read in conjunction with the consolidated financial statements,
related notes, and other financial information of Huntington contained
elsewhere herein. See "INDEX TO FINANCIAL INFORMATION."

CONSOLIDATED INCOME STATEMENT DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---------- -------- --------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total interest income . . $1,080,459 $900,846 $1,219,721 $1,236,311 $1,202,286 $1,208,407 $1,266,770
Total interest expense . 537,782 322,046 463,671 440,111 504,846 659,918 780,759
Net interest income . . . 542,677 578,800 756,050 796,200 697,440 548,489 486,011
Securities gains . . . . 8,754 2,649 2,594 27,189 36,332 16,951 579
Provision for loan losses 16,582 12,796 15,284 79,294 81,562 62,061 76,434
Net income . . . . . . . 178,960 190,097 242,593 236,912 161,046 133,940 99,765
Per common share(1):
Net income . . . . . . $1.29 $1.40 $1.78 $1.76 $1.21 $1.01 $0.75
Cash dividends declared $0.58 $0.49 $0.68 $0.56 $0.48 $0.44 $0.39
</TABLE>

CONSOLIDATED BALANCE SHEET DATA
(IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---------- -------- --------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Actual balances at
period end:
Total assets . . . . . $20,173 $16,990 $17,771 $17,619 $16,247 $14,500 $13,671
Long-term debt . . . . 1,622 1,088 1,214 762 479 261 207
Shareholders' equity . 1,483 1,402 1,412 1,325 1,130 1,018 937
Shareholders' equity
per common share(1) 11.02 10.32 10.32 9.72 8.45 7.71 7.08
Average balances during
the period:
Total assets . . . . . $18,768 $16,642 $16,750 $16,851 $15,165 $13,613 $13,490
Long-term debt . . . . 1,286 857 928 641 300 219 201
Shareholders' equity . 1,519 1,401 1,403 1,216 1,074 977 917
<FN>
_________________________

(1) Restated for stock dividends and stock splits, as appropriate.

</TABLE>

- 9 -
<PAGE> 17
SELECTED FINANCIAL DATA OF LAKELAND

The following selected financial data of Lakeland for the years ended
December 31, 1994 and 1993, have been derived from Lakeland's audited financial
statements. The selected financial data of Lakeland for the years ended
December 31, 1992, 1991, and 1990, and for the nine months ended September 30,
1995 and 1994, have been derived from unaudited financial statements and, in
the case of information for the nine months ended September 30, 1995 and 1994,
reflect all adjustments that, in the opinion of management, are necessary for a
fair and consistent presentation of such data. Operating results for the nine
months ended September 30, 1995, are not necessarily indicative of results
expected for the entire year. This data should be read in conjunction with the
financial statements, related notes, and other financial information of
Lakeland contained elsewhere herein. See "INDEX TO FINANCIAL INFORMATION."

INCOME STATEMENT DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------ -------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total interest income . . $26,347 $25,217 $34,160 $34,771 $37,353 $40,436 $41,267
Total interest expense . 10,280 8,790 11,862 12,353 16,200 24,684 25,996
Net interest income . . . 16,067 16,427 22,298 22,418 21,153 15,752 15,271
Securities gains (losses) -- 430 428 1,562 (236) (884) 1
Provision for loan losses 2 176 301 152 443 402 403
Net income . . . . . . . 6,181 7,343 9,074 9,661 8,383 4,735 4,902
Per common share:
Net income . . . . . . $206.00 $244.77 $302.47 $322.03 $279.43 $157.83 $163.40
Cash dividends declared -- -- $110.00 $110.00 $110.00 $100.00 $100.00
</TABLE>

BALANCE SHEET DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------ -------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
-------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Actual balances at
period end:
Total assets . . . . . $523,345 $544,659 $539,607 $554,491 $558,900 $565,110 $532,188
Long-term debt . . . . -- -- -- -- -- -- --
Shareholders' equity . 79,412 72,492 69,352 71,686 65,325 60,242 58,575
Shareholders' equity
per common share . 2,647.07 2,416.40 2,311.73 2,389.53 2,177.50 2,008.07 1,952.50
Average balances during
the period:
Total assets . . . . . $525,225 $548,533 $544,455 $546,705 $559,424 $553,315 $522,895
Long-term debt . . . . -- -- -- -- -- -- --
Shareholders' equity . 73,392 73,917 73,849 71,190 64,529 60,607 59,078
</TABLE>

- 10 -
<PAGE> 18
THE MERGER

The following information concerning the Merger, insofar as it relates
to matters contained in the Merger Documents, is qualified in its entirety by
reference to the Merger Documents, which are attached hereto and incorporated
herein as Exhibit A.

BACKGROUND OF THE MERGER

Management of Lakeland recognized that Lakeland was at a crossroads in late
1994 and early 1995. Lakeland had been experiencing enhanced profitability
over the 1992 to 1994 period due largely to the improvement in interest rates.
At the same time, Lakeland's growth rate in total assets and deposits had
slowed. As interest rates began to rise in 1994 and early 1995, management
determined that it would be more difficult to sustain higher earnings in the
current economic environment. Lakeland had begun to experience
disintermediation of deposits particularly to credit unions and was not able to
compete with multi-state banks for some of its larger loan customers.
Management of Lakeland determined that to compete more effectively it would
have to make a significant investment in technology, the exact amount of which
had not been quantified. Lakeland was also facing management succession
issues. Its senior management averaged over 28 years of service with Lakeland,
and five of the seven senior managers were within several years of retirement.

As one of the largest independent banks remaining in Florida,
Lakeland's management had frequently been contacted on an informal basis as to
its interest in being acquired. One of Lakeland's largest shareholders is a
major regional bank holding company, SunTrust Banks, Inc. ("SunTrust"), which
holds a 14.90% passive investment position in Lakeland and has regulatory
approval to hold up to 24.9% of Lakeland Common Stock. Management first
contacted SunTrust, due to Lakeland's existing relationship with SunTrust and
their similar styles of conducting business, in order to determine SunTrust's
interest in a potential merger. Lakeland's Chairman visited with the
Chairman of SunTrust in May of 1995 to initiate discussions.

After this initial visit, the Board decided to engage a financial
advisor to assist with the discussions. Carson Medlin first met with
representatives of the Board on May 15, 1995, to review Lakeland's strategic
alternatives. Lakeland formally engaged Carson Medlin on May 22, 1995. Carson
Medlin suggested that the Board consider contacting other banking organizations
in order to determine their interest in a potential merger and whether one of
them might be the best merger partner for Lakeland.

On June 6, 1995, the Lakeland Board of Directors formally appointed a
Strategic Planning Committee, which included three members of the Board, and
engaged Alston & Bird, Atlanta, Georgia, as special counsel. After considering
the advice of its financial and legal advisors, the Board decided first to
pursue a negotiated transaction with SunTrust and, if those negotiations were
unsuccessful, to determine the interest of selected other banking organizations
capable of acquiring Lakeland. On June 14, 1995, representatives of Carson
Medlin met with representatives of SunTrust to begin formal negotiations of a
transaction. Over the next several weeks, SunTrust requested and was provided
further information regarding Lakeland on a confidential basis. Carson Medlin
received a verbal preliminary indication of price from SunTrust on July 3,
1995.

While not making any decision as to whether this or any other
transaction involving a business combination should be entered into, on July
11, 1995, the Strategic Planning Committee authorized contact with five other
regional banking organizations to determine their interest in a potential
merger, obtain more information about the value of Lakeland, and evaluate
whether one of these other organizations might be the best merger partner for
Lakeland and its shareholders. Four of the five organizations contacted
requested further information, and certain information was provided to them on
a confidential basis as part of preliminary discussions. After reviewing this
information, two of the five organizations chose not to pursue the matter
either due to geographic considerations or limitations that such organizations
had in pursuing a competitive price for Lakeland.

On August 4, 1995, Carson Medlin received three proposals to acquire
Lakeland. The Strategic Planning Committee met with its financial and legal
advisors on August 7, 1995, to consider the proposals. The Committee
determined that two of the three proposals were sufficiently attractive to be
worth pursuing, while the third proposal was

- 11 -
<PAGE> 19
viewed as inadequate in price. Huntington's proposal was one of the two
proposals the Board pursued. Because of the perceived closeness of the two
surviving offers, the Committee continued discussions with Huntington and the
other bidder to further distinguish between the two proposals.
Representatives from Huntington and the other bidder performed due diligence at
Lakeland during the second and third weekends in August. Also during this
period, both parties negotiated the terms of definitive merger agreements and
related documents. Both institutions were instructed that they should finalize
their proposals prior to the Lakeland Board meeting on August 25, 1995.

On August 25, 1995, the Lakeland Board was given a briefing of the
events that led up to the meeting. The Strategic Planning Committee described
their deliberations which were directed at pursuing a process designed to
obtain the best value reasonably available for Lakeland and then determining
whether that value was sufficient to support a recommendation to the Board that
the transaction was in the best interests of the Lakeland shareholders. The
formal proposals from the two bidders were presented at the meeting.
Huntington had submitted a bid of $154 million, to be paid 70% in Huntington
Common Stock in a tax free exchange and 30% in cash. The other bidder had
submitted a lower bid to be paid all in cash in a taxable transaction. Both
companies submitted negotiated definitive agreements whose legal terms were
substantially the same. Lakeland's legal advisor reviewed generally the
fiduciary obligations of directors in considering strategic alternatives,
mergers, and sales and commented on the form of the merger agreements
negotiated with the two final bidders. Lakeland's financial advisor made a
presentation relating to various financial terms of the proposals and informed
the Board that both proposals would be fair from a financial point of view to
the Lakeland shareholders. After consideration of all the information
presented, the Lakeland Board, by unanimous vote of all directors, voted to
accept the highest offer, that of Huntington, and approved the Huntington
Merger Documents and the transactions contemplated thereby as being in the best
interests of Lakeland and its shareholders.

The Merger Documents were executed on August 25, 1995, after
adjournment of the Lakeland Board meeting.

REASONS FOR THE MERGER

In reaching its conclusion to approve the Merger, the Lakeland Board
of Directors considered, among other factors, the following:

1. The Financial Terms of the Merger. The Lakeland Board evaluated
the information it received from Carson Medlin indicating that the transaction
multiples for Lakeland, based on the aggregate consideration of $154 million
compared favorably with other transactions reviewed by Carson Medlin, and
represented multiples of 2.03 times stated book value, 19.3 times estimated
1995 earnings, a 19.2% core deposit premium, and 28.8% of assets.

2. Advice of Financial Advisor and Fairness Opinion. The Lakeland
Board considered the advice of its financial advisor and reviewed detailed
financial analyses, pro forma results, and other information presented by
Carson Medlin. The Lakeland Board considered the opinion of Carson Medlin,
including the assumptions and financial information and projections relied upon
by Carson Medlin in arriving at such opinion, that, as of August 25, 1995, and
based upon the matters set forth in its written opinion as of that date, the
aggregate consideration was fair, from a financial point of view, to the
holders of Lakeland Common Stock. See "OPINION OF FINANCIAL ADVISOR."

3. Effect on Shareholder Value. In evaluating the effect on
shareholder value of Lakeland remaining independent compared to the effect of
its combining with Huntington, the Board considered several matters. First,
the Board considered whether it was reasonable to anticipate that Lakeland, as
an independent enterprise, could meet the earnings projections necessary to
produce a value comparable to the value to be received in the Merger. Second,
the Board took into account that Lakeland had special value to Huntington in
enhancing its presence in central Florida. Third, the Board was advised by
management that continued investment in technology by Lakeland to support
innovative delivery systems for an aggressive provider of financial services
would be significant. Fourth, the Board considered the fact that Lakeland
would have to resolve significant management succession issues over the next
few years if additional management resources were not pursued. Fifth, there
was no reliable evidence to suggest that another strategic alternative would
produce better value for the Lakeland shareholders.

- 12 -
<PAGE> 20
4. Certain Financial and Other Information Concerning Lakeland and
Huntington. The financial and other information concerning Lakeland and
Huntington considered by Lakeland's Board included, but was not limited to,
information with regard to recent and historical stock performance, valuation
analyses, pro forma analyses, comparative financial and operating performance,
"Wall Street" research ratings comparisons, and comparable merger and
acquisition transactions as presented by Carson Medlin.

5. Impact on Lakeland Constituencies. The Lakeland Board considered
the general impact the Merger would have on the various constituencies served
by Lakeland, including its customers, employees, and others. The Lakeland
Board took into account that the combined entity would be able to offer a more
extensive range of products and banking services to Lakeland's customers.

6. Economic and Competitive Environment. The Lakeland Board took
into account the current and prospective economic and competitive environment
facing the financial services industry generally, and the respective capacities
of Lakeland and Huntington to compete effectively given the rapid changes in the
industry.

7. Tax Treatment of the Merger. The Lakeland Board considered the
benefits derived from the expectation that the Merger will be a tax-free
reorganization for federal income tax purposes and that the Lakeland
shareholders will not recognize gain or loss for federal income tax purposes to
the extent shares of Lakeland Common Stock will be coverted into shares of
Huntington Common Stock, while Lakeland shareholders will recognize gain with
respect to the 30% cash consideration to be received in the Merger. See
"FEDERAL INCOME TAX CONSEQUENCES."

8. Regulatory Approvals. The Lakeland Board evaluated the likelihood
of obtaining the regulatory approvals that would be required with respect to
the Merger. See "REGULATORY APPROVALS."

The foregoing discussion of the information and factors considered by
the Lakeland Board is not intended to be exhaustive, but is believed to include
all material factors considered by the Lakeland Board. In reaching its
determination to approve the Merger, the Lakeland Board did not assign any
relative or specific weight to any of the foregoing factors, and individual
directors may have given differing weight to different factors. After
deliberating with respect to the Merger and the other transactions contemplate
thereby, and considering, among other things, the matters discussed above and
the opinion of Carson Medlin referred to above, the Lakeland Board unanimously
approved the Merger Documents and the transactions contemplated thereby as
being in the best interest of Lakeland and its shareholders.

THE BOARD OF DIRECTORS OF LAKELAND BELIEVES THAT THE PROPOSED MERGER
IS IN THE BEST INTERESTS OF LAKELAND'S SHAREHOLDERS AND THEREFORE RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE MERGER AND THE MERGER
DOCUMENTS.

Huntington considers the Merger advantageous principally because the
acquisition of Lakeland will enable Huntington to expand its banking and
related activities in Florida, which it views as an attractive market that is
complementary to its other operations.

OPINION OF FINANCIAL ADVISOR

GENERAL

The Board of Directors of Lakeland retained Carson Medlin to act as
its financial advisor in connection with a possible business combination and to
provide Lakeland with financial advice and assistance in connection with a
possible transaction. Lakeland selected Carson Medlin as its financial advisor
on the basis of Carson Medlin's historical relationship with Lakeland as well
as such firm's experience and expertise in transactions similar to the Merger.
Carson Medlin is a National Association of Securities Dealers, Inc. member
investment banking firm which specializes in the securities of southeastern
United States financial institutions. As part of its investment banking
activities, Carson Medlin is regularly engaged in valuation of southeastern
United States financial institutions and transactions relating to their
securities.

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<PAGE> 21
As part of its engagement, representatives of Carson Medlin attended
the meeting of Lakeland's Board held on August 25, 1995, at which meeting the
terms of the proposed Merger were discussed and considered. Carson Medlin
delivered its written opinion (as of that date) to the Board of Directors
of Lakeland stating that the aggregate consideration to be received by the
shareholders of Lakeland for their Lakeland Common Stock in the Merger is fair,
from a financial point of view. Carson Medlin subsequently confirmed such
opinion in writing as of the date of this Proxy Statement/Prospectus.

The full text of Carson Medlin's written opinion, dated the date of
this Proxy Statement/Prospectus, is attached as Exhibit B to this Proxy
Statement/Prospectus and should be read in its entirety with respect to the
procedures followed, assumptions made, matters considered, and qualification
and limitations on the review undertaken by Carson Medlin in connection with
its opinion. Carson Medlin's opinion is addressed to Lakeland's Board of
Directors and is substantially identical to the written opinion delivered to
the Lakeland Board dated August 25, 1995. The summary of the opinion of Carson
Medlin set forth in this Proxy Statement/Prospectus is qualified in its
entirety by reference to the full text of such opinion attached as Exhibit B.

Carson Medlin has relied, without independent verification, upon the
accuracy and completeness of the information reviewed by it for purposes of
such opinion. Carson Medlin did not undertake any independent evaluation or
appraisal of the assets and liabilities of Lakeland or Huntington, nor was it
furnished with any such appraisals. Carson Medlin assumed that the financial
forecasts reviewed by it were reasonably prepared on a basis reflecting the
best currently available judgments and estimates of the management of Lakeland
and Huntington, and that such projections would be realized in the amounts and
at the times contemplated thereby. Carson Medlin is not an expert in the
evaluation of loan portfolios, under-performing or non-performing assets, net
charge-offs, or the adequacy of allowances for losses with respect thereto, has
not reviewed any individual credit files, and has assumed that such allowances
for each of Lakeland and Huntington are in the aggregate adequate to cover such
losses. Carson Medlin assumed that the Merger will be recorded as a purchase
under generally accepted accounting principles. Carson Medlin's opinion is
necessarily based on economic, market, and other conditions as in effect on the
date of its analysis, and on information as of various earlier dates made
available to it. Certain financial forecasts furnished to Carson Medlin and
used by it in certain of its analyses were prepared by the management of
Lakeland. Neither Lakeland nor Huntington publicly discloses internal
management projections of the type provided to Carson Medlin in conjunction
with its review of the Merger. Such projections were not prepared for, or with
a view toward, public disclosure.

In connection with rendering its opinion, Carson Medlin performed a
variety of financial analyses. The preparation of a fairness opinion of this
nature involves various determinations as to the most appropriate and relevant
methods of financial analyses and the application of those methods to the
particular circumstances, and, therefore, is not readily susceptible to partial
analysis or summary description. Carson Medlin believes that its analyses must
be considered together as a whole and that selecting portions of such analyses
and the facts considered in performing those analyses, without considering all
other factors and analyses, could create an incomplete or inaccurate view of
the analyses and the process underlying Carson Medlin's opinion. In its
analyses, Carson Medlin made numerous assumptions with respect to industry
performance, business and economic conditions, and other matters, many of which
are beyond the control of Lakeland and Huntington and which may not be
realized. Any estimates contained in Carson Medlin's analyses are not
necessarily predictive of future results or values, which may be significantly
more or less favorable than such estimates. Estimates of values of companies
do not purport to be appraisals or necessarily reflect the prices at which such
companies or their securities may actually be sold. Except as described below,
none of the analyses performed by Carson Medlin was assigned a greater
significance by Carson Medlin than any other.

In connection with rendering its opinion, dated the date hereof,
Carson Medlin reviewed (i) the Merger Agreement; (ii) the Annual Report to
shareholders of Huntington, including the audited financial statements for the
five years ended December 31, 1994; (iii) the audited financial statements of
Lakeland for the two years ended December 31, 1994; (iv) Bank Call Reports for
Lakeland for the five years ended December 31, 1994, and the nine-month period
ended September 30, 1995; (v) certain interim financial statements of
Huntington, including the Quarterly Report to Shareholders for the nine month
period ended September 30, 1995; (vi) certain financial and operating
information with respect to the business, operations, and prospects of Lakeland
and Huntington; and (vii) this Proxy Statement/Prospectus.

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<PAGE> 22
Carson Medlin also (a) held discussions with members of the senior
management of Lakeland and Huntington regarding the historical and current
business operations, financial condition, and future prospects of their
respective companies; (b) reviewed the historical market prices and trading
activity for Lakeland Common Stock and Huntington Common Stock and compared
them with those of certain other publicly traded companies which it deemed to
be relevant; (c) compared the results of operations of Lakeland and Huntington
with those of certain other banking companies which it deemed to be relevant;
(d) compared the proposed financial terms of the Merger with the financial
terms, to the extent publicly available, of certain other recent business
combinations of commercial banking organizations; (e) analyzed the pro
forma financial impact of the Merger on Huntington; and (f) conducted such
other studies, analyses, inquiries, and examinations as Carson Medlin deemed
appropriate.

VALUATION METHODOLOGIES

The following is a summary of the analyses performed by Carson Medlin
in connection with its opinion dated the date hereof. Carson Medlin performed
substantially similar analyses in connection with its opinion dated August 25,
1995.

Transaction Summary. Carson Medlin reviewed the terms of the proposed
Merger, including the aggregate transaction value and consideration per share
of Lakeland. Carson Medlin noted that the aggregate transaction value
represented 1.93 times stated book value, 2.78 times adjusted book value (with
capital equal to 8% of total assets), 18.7 times annualized September 30, 1995,
earnings, an 18.4% core deposit premium, and 29.4% of assets.

Stock Trading History. Carson Medlin examined the history of the
trading prices for Huntington Common Stock and the relationship between
movements of such stock prices and movements in the Standard and Poor's ("S&P")
500 Index and the KBW 50 Total Return Index, a bank stock index that includes
all money-center and most major regional bank holding companies.

This analysis showed that for the five-year period ending December 31,
1994, the increase in the market value of Huntington Common Stock (including
the reinvestment of cash dividends) was 111% compared to an increase (including
dividend reinvestment) of 49% in the S&P 500 Index and an increase of 114% in
the KBW 50 Total Return Index. During that period, the equities market
increased its valuation of Huntington slightly less than that of money-center
and major regional banks, but more than the S&P 500 Index. From January 1,
1995, to September 30, 1995, Huntington's stock price (without reinvestment of
cash dividends) has increased 37% compared to a 27% increase in the S&P 500.

Carson Medlin also compared Huntington's stock price performance
during the period 1992 to 1995 to those of seven other publicly-traded,
mid-size regional bank holding companies with assets between $10 and $35
billion (the "Peer Banks") located in the Midwest. The seven Peer Banks were:
Comerica Inc., Fifth Third Bancorp, First of America Bank Corporation, Integra
Financial Corp., National City Corp., Old Kent Financial, and Star Banc Corp.
Carson Medlin considers the Peer Banks comparable to Huntington as to financial
characteristics and stock price performance and trading volume.

During the four quarters ending September 30, 1995, the ratio of stock
price to trailing 12 months earnings per share for the Peer Banks was: low 9.3
times, high 12.3 times, and mean 10.7 times. Huntington's recent price to
earnings ratio ranged from a low of 9.8 times to a high of 14.0 times, with a
mean of 11.4 times. Huntington Common Stock has traded on average at a higher
price to earnings ratio than the Peer Banks.

During the four quarters ending September 30, 1995, the stock price as
a percentage of book value for the Peer Banks was: low 155%, high 188%, mean
171%. Huntington's recent price to book ratio ranged from a low of 168% to a
high of 200% with a mean of 181%. Huntington Common Stock has traded on
average at a higher price to book value ratio than the Peer Banks.

Carson Medlin also examined the recent trading volume in Huntington
Common Stock, which trades on the Nasdaq National Market, with that of the Peer
Banks. During the four quarters ended September 30, 1995, the monthly trading
volume to outstanding shares of the Peer Banks ranged from a low of 2.1% to a
high of 4.6%, with a mean of 3.1%. Huntington's recent monthly trading volume
to outstanding shares ranged from a low of 2.1% to a high of 6.6%, with a

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<PAGE> 23
mean of 3.4%. Carson Medlin considers Huntington Common Stock to be liquid
and marketable in comparison with these Peer Banks and other regional bank
holding companies.

Carson Medlin also examined the trading prices and volumes of Lakeland
Common Stock. Lakeland Common Stock has not traded in volumes sufficient to be
meaningful. Therefore, Carson Medlin placed relatively little weight on the
market price of Lakeland Common Stock.

Industry Comparative Analysis. In connection with rendering its
opinion, Carson Medlin compared selected operating results of Lakeland to those
of 44 publicly-traded community commercial banks in Alabama, Florida, Georgia,
North Carolina, South Carolina, and Virginia (the "SIBR Banks"), as contained in
the Southeastern Independent Bank Review, a proprietary research publication
published by Carson Medlin quarterly since 1991. The SIBR Banks range in asset
size from approximately $82 million to $1.8 billion and in shareholders' equity
from approximately $9 million to $184 million. Approximately 91% are listed on
Nasdaq (including the Bulletin Board, local over the counter markets, the Nasdaq
Small Cap Market, and the Nasdaq National Market) and 9% are not traded on an
established market. Carson Medlin considers this group of financial
institutions more comparable to Lakeland than larger, more widely traded
regional financial institutions as to financial characteristics. Carson Medlin
compared, among other factors, the profitability, capitalization, deposit growth
rate, loan to deposit ratio, and asset quality of Lakeland to these financial
institutions. Lakeland has a higher level of total assets and shareholders'
equity than the average SIBR Bank. In addition, Lakeland is more profitable and
better capitalized than the average SIBR Bank. Asset quality ratios are also
better than the average of the SIBR Banks, although Lakeland's loan-to-deposit
ratio is lower than the average of the SIBR Banks.

Carson Medlin also compared selected operating results of Huntington to
the seven Peer Banks. Carson Medlin compared selected balance sheet data,
asset quality, capitalization and profitability ratios, and market statistics
using financial data at or for the six month period ended June 30, 1995, and
market data as of September 30, 1995. This comparison showed, among other
things, that (i) for the six-month period ended June 30, 1995, Huntington's net
interest margin was 4.24% compared to a mean of 4.23% and a median of 4.28% for
the Peer Banks; (ii) for the six-month period ended June 30, 1995, Huntington's
efficiency ratio (defined as noninterest expense divided by the sum of
noninterest income and net interest income before provision for loan losses)
was 61.1% compared to a mean of 60.2% and a median of 62.3% for the Peer Banks;
(iii) for the six-month period ended June 30, 1995, Huntington's return on
average assets was 1.24% compared to a mean of 1.29% and a median of 1.24% for
the Peer Banks; (iv) for the six-month period ended June 30, 1995, Huntington's
return on average equity was 15.08% compared to a mean of 16.44% and a median
of 17.08% for the Peer Banks; (v) at June 30, 1995, Huntington's shareholders'
equity to total assets was 8.12% compared to a mean of 7.87% and a median of
7.89% for the Peer Banks; (vi) at June 30, 1995, Huntington's nonperforming
assets to total assets was 0.41% compared to a mean of 0.54% and a median of
0.57% for the Peer Banks; (vii) at June 30, 1995, Huntington's loan loss
reserves to nonperforming assets was 251% compared to a mean of 246% and a
median of 243% for the Peer Banks; and (viii) at September 30, 1995,
Huntington's market capitalization was $3.0 billion compared to the Peer Banks,
which ranged from a high of $4.5 billion to a low of $1.9 billion.

Comparable Transaction Analysis. Carson Medlin reviewed certain
information relating to 14 announced or completed southeastern bank mergers
since January 1993, in which the acquired bank had total assets between $250
million and $1 billion (the "Comparable Transactions"). The Comparable
Transactions were (acquiror/acquiree): CCB Financial Corp./Security Capital;
BB&T Financial Corp./Commerce Bank; NationsBank Corporation/Consolidated Bank,
NA; BB&T Financial Corp./LSB Bancshares of South Carolina, Inc.; Regions
Financial Corporation/Union Bank & Trust Co.; AmSouth Bancorporation/First
National Bank of Clearwater; AmSouth Bancorporation/Orange Banking Corporation;
First American Corporation/First City Bancorp; AmSouth Bancorporation/Citizens
National Corporation; Bancorp South, Inc./Wes-Tenn Bancorp; National Commerce
Corporation/Alabama National Bancorporation; Compass Bancshares, Inc./1st
Performance National Bank; NationsBank Corporation/ RHNB Corporation; and Bank
South Corporation/Chattahoochee Bancorp, Inc. Carson Medlin considered, among
other factors, the earnings, capital level, asset size, and quality of assets
of the acquired financial institutions. Carson Medlin compared the transaction
prices to trailing four quarters earnings, stated book value, and total assets
and core deposit premiums (the ratio of the purchase premiums over stated book
value compared to core deposits).

On the basis of the Comparable Transactions, Carson Medlin calculated
a range of purchase prices as a percentage of stated book value for the
comparable transactions from a low of 133.5% to a high of 256.9%, with a mean
of 206.3%. These transactions indicated a range of aggregate value (based on
the September 30, 1995, stated book value) for Lakeland

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<PAGE> 24
of $106 to $204 million, with a mean of $164 million. The aggregate
consideration implied by the terms of the Merger Agreement is $154 million and
implies a price to book value multiple of 194%, which falls just below the
average for the Comparable Transactions.

Carson Medlin calculated a range of purchase prices as a multiple of
earnings for the comparable transactions from a low of 11.2 times to a high of
23.5 times, with a mean of 16.7 times. These transactions indicated a range of
aggregate value (based on annualized earnings for the nine months ended
September 30, 1995) for Lakeland of $92.3 to $193.6 million, with a mean of
$137.6 million. The aggregate consideration implied by the terms of the Merger
Agreement is $154 million and implies a price to earnings multiple of 18.7
times, which falls well above the average for the Comparable Transactions.

Carson Medlin calculated the core deposit premiums for the Comparable
Transactions and found a range of values from a low of 2.1% to a high of 17.3%,
with a mean of 11.8%. These transactions indicated a range of aggregate value
(based on September 30, 1995, core deposits of $405.7 million) for Lakeland
of $87.9 to $149.6 million, with a mean of $127.3 million. The premium on
the Company's core deposits implied by the terms of the Merger Agreement is
18.4%, above the high end of the range for the Comparable Transactions.

Finally, Carson Medlin calculated a range of purchase prices as a
percentage of total assets for the Comparable Transactions from a low of 7.3%
to a high of 26.2%, with a mean of 17.1%. The indicated range of aggregate
value for Lakeland (based on September 30, 1995, total assets of $523.3
million) under the price to assets approach is from $38.2 to $137.1 million,
with a mean value of $89.5 million. The percentage of total assets implied by
the terms of the Merger Agreement is approximately 29.4%, and the aggregate
purchase of $154 million falls well above the high end of the range for the
Comparable Transactions.

No company or transaction used in the preceding industry comparative
analyses as a comparison is identical to Lakeland or the contemplated
transaction. Accordingly, an analysis of the results of these analyses
necessarily involves complex considerations and judgments concerning
differences in financial and operating characteristics of Lakeland and other
factors that could affect the value of the companies to which it is being
compared. Mathematical analysis (such as determining the average or median) is
not, in itself, a meaningful method of comparing industry or transaction data.

Review of Research on Huntington. Carson Medlin reviewed certain
research reports concerning Huntington published in 1995. The investment firms
originating these reports included Advest, Inc., CS First Boston Corporation,
Lehman Brothers, Inc., Prudential Securities Incorporated, and Smith Barney
Inc. Information considered in these reports by Carson Medlin included, but
was not limited to, the authors' qualitative assessments of Huntington as well
as estimates of Huntington's future profitability. Carson Medlin concluded
that these research reports, considered collectively, were positive regarding
Huntington's operations and future prospects.

Present Value Analysis. Carson Medlin calculated the present value of
Lakeland Common Stock on the basis of Lakeland remaining an independent bank
assuming management's and Carson Medlin's estimate of future earnings and
dividends and certain growth rates in Lakeland's assets and the implied return
on assets. The analysis used discount rates of 8% through 14% chosen to
reflect different assumptions regarding the required rates of return of holders
or prospective buyers of Lakeland Common Stock and assumed an exit point of 5
years at 200% of book value. On the basis of these various assumptions, Carson
Medlin calculated a present value of Lakeland on a stand-alone basis ranging
from $108.6 to $140.7 million.

Dividend Analysis. Carson Medlin analyzed the effect of the
Huntington offer on the dividends to be received by Lakeland shareholders.
Under the terms of the Agreement, each of the 30,000 issued and outstanding
shares of Lakeland Common Stock will be converted into the right to receive a
combination of Huntington Common Stock (70%) and cash (30%). Based on an
assumed average closing sale price of $23.8625 per share (and assuming that
there is no reduction in the amount of cash to be paid in the Merger - see "THE
MERGER - TERMS OF THE MERGER"), a Lakeland shareholder owning one share of
Lakeland Common Stock will receive in the Merger approximately 150 shares of
Huntington Common Stock and approximately $1,553.96 in cash. Given the current
indicated annual dividend for Huntington Common Stock of $0.80 per share, the
holder of each share of Lakeland Common Stock will realize annual dividend
income of approximately $120 per share of Lakeland Common Stock (on a pro forma
equivalent basis), compared to the current annual

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<PAGE> 25
dividend of $110 per share of Lakeland Common Stock, in addition to receiving
30% of the consideration in cash. See "HUNTINGTON BANCSHARES
INCORPORATED-DIVIDENDS AND PRICE RANGE OF HUNTINGTON COMMON STOCK".

Other Analysis. Carson Medlin also reviewed the respective
contributions of each of Huntington and Lakeland to selected income statement
and balance sheet items of the pro forma combined company as of September 30,
1995 (contribution analysis), and the claims on various balance sheet and
income statement variables from the perspective of the ownership of one share
of Lakeland Common Stock to the equivalent ownership of one share of Huntington
Common Stock (shareholder claims analysis). However, due to the cash portion
of the consideration and purchase accounting treatment of the transaction,
these analyses were less informative than other methods of analysis. In
addition, Carson Medlin prepared an overview of historical financial
performance of both Lakeland and Huntington.

The opinion expressed by Carson Medlin was based upon market,
economic, and other relevant considerations as they existed and have been
evaluated as of the date of the such opinion. Events occurring after the date
of issuance of the opinion included herewith, including but not limited to,
changes affecting the securities markets, the results of operations, or
material changes in the assets or liabilities of Lakeland, could materially
affect the assumptions used in preparing the opinion.

COMPENSATION OF CARSON MEDLIN

Pursuant to an engagement letter dated May 18, 1995, Lakeland engaged
Carson Medlin to assist in effecting a transaction similar to the Merger and to
act as its financial advisor in connection with such proposed transaction.
Lakeland has paid Carson Medlin $35,000 for its services pursuant to the terms
of the engagement letter. In addition, if a sale of Lakeland is accomplished,
the engagement letter provides that Lakeland will pay Carson Medlin a fee in
cash equal to 0.425 percent of the aggregate consideration paid in the Merger
($654,500), less the $35,000 previously paid to Carson Medlin pursuant to the
engagement letter. In addition, Lakeland has agreed to reimburse Carson
Medlin for its reasonable out-of-pocket expenses and to indemnify Carson Medlin
against certain liabilities, including certain liabilities under the federal
securities laws.

EFFECTIVE DATE OF THE MERGER

The Merger will be effective at the date and time specified in the
Certificate of Merger issued by the OCC, but not prior to January 15, 1996.
Unless the parties otherwise mutually agree, Huntington, the Bank, and Lakeland
will use their reasonable efforts to cause the Merger to become effective
within five business days following the last to occur of (i) the effective date
(including expiration of any applicable waiting period) of the last required
regulatory approval, and (ii) the date on which the shareholders of Lakeland
approve the Merger Documents as required by law. It is anticipated that, if
the shareholders of Lakeland approve the Merger Documents at the Special
Meeting and the other conditions to the Merger set forth in the Merger
Documents have been satisfied, the Effective Date will occur in mid-January
1996.

TERMS OF THE MERGER

The Merger Documents provide for the merger of Lakeland into the Bank
pursuant to the applicable provisions of the banking laws of the United States
and the State of Florida. Upon the effectiveness of the Merger, the Bank, as
the surviving entity, will continue to be a wholly owned subsidiary of
Huntington, and the separate existence of Lakeland will cease. The articles of
association and bylaws of the surviving entity will be those of the Bank as in
effect immediately prior to the Effective Time until otherwise amended or
repealed. The directors and officers of the Bank in office immediately prior to
the Effective Time, together with such additional persons as may thereafter be
elected, will serve as directors and officers of the surviving entity from and
after the Effective Time in accordance with the bylaws of the surviving entity.

Immediately following the consummation of the Merger, Huntington
intends to transfer all of the shares of the Bank to Huntington Florida.
Huntington is currently seeking a Private Letter Ruling from the IRS that would
permit Huntington Florida to merge the Bank into HNB Florida without adverse
tax consequences to Huntington, the Bank, Lakeland, and/or the Lakeland
shareholders. If the Private Letter Ruling is received prior to the
consummation of the Merger, the merger of the Bank into HNB Florida could take
place immediately after the Effective Time of the Merger; however, none of the
contribution of the Bank's shares to Huntington Florida, the Private Letter
Ruling, nor the merger of the Bank into HNB Florida, if it occurs, affects or
is a condition to the Merger.

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<PAGE> 26
At the Effective Time, by virtue of the Merger, each share of stock of
the Bank issued and outstanding immediately prior to the Effective Time will
remain issued and outstanding, and each share of Lakeland Common Stock issued
and outstanding immediately prior to the Effective Time (excluding shares
held by Lakeland, Huntington, or Huntington's subsidiaries (in each case other
than in a fiduciary capacity or as a result of debts previously contracted),
which will be cancelled and retired at the Effective Time, and excluding any
shares held by Lakeland shareholders who have perfected their statutory
appraisal rights) will cease to be outstanding and will be converted into the
right to receive a combination of whole shares of Huntington Common Stock and
cash.

Each Lakeland shareholder by virtue of the Merger will be entitled to
receive the number of whole shares (fractional shares will be rounded down) of
Huntington Common Stock ("NHC") determined pursuant to the following formula:

0.7 x 154,000,000 x NLC
NHC = -------------------------
TNLC x PHC

where NLC is the number of shares of Lakeland Common Stock owned by such
Lakeland shareholder; TNLC is the total number of shares of Lakeland Common
Stock issued and outstanding at the Effective Time, except that any such shares
held by Lakeland, Huntington, or any of their subsidiaries will be excluded;
and PHC is the Average Closing Sale Price of Huntington Common Stock.

In addition to such number of whole shares of Huntington Common Stock,
each Lakeland shareholder by virtue of the Merger will be entitled to receive
the amount of cash determined pursuant to the following formula (subject to
reduction as described below):

154,000,000 x NLC - (NHC x PHC)
Cash = -------------------------
TNLC

where NLC, TNLC, NHC, and PHC are defined or determined as set forth above.
The actual number of shares of Huntington Common Stock to be received by virtue
of the Merger will depend on the Average Closing Sale Price and amount of cash
to be received by virtue of the Merger are subject to reduction under certain
specified conditions.

The average closing sale price per share of Huntington Common Stock as
reported on the Nasdaq National Market for the five trading days immediately
preceding the Record Date was $23.8625. If the Average Closing Sale Price were
$23.8625 at the Effective Date (and assuming that there is no reduction in the
amount of cash to be paid in the Merger as described below), a Lakeland
shareholder owning one share of Lakeland Common Stock would be entitled to
receive approximately 150 whole shares of Huntington Common Stock and
approximately $1,553.96 in cash. The market price of Huntington Common Stock
at the Effective Time, or on the date on which certificates representing such
shares are received, may be higher or lower than the Average Closing Sale Price
or the market price of Huntington Common Stock as of the Record Date or at the
time of the Special Meeting. Shareholders are advised to obtain current market
quotations for Huntington Common Stock.

In no event will interest be payable with respect to any cash payments
to be received by any Lakeland shareholder and in no event will fractional
shares of Huntington Common Stock be paid to any Lakeland shareholder. The
above described formulae provide for the payment in cash of the value of any
such fractional shares that might otherwise be payable in the Merger.

The cash consideration described above may be reduced by certain
liabilities relating to a defined benefit pension plan sponsored by Lakeland
known as the "Peoples Bank of Lakeland Pension Trust" (the "Lakeland Pension
Plan"), which

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<PAGE> 27
appears not to have been amended timely as required by applicable
law. This failure could result in a disqualification of the Lakeland Pension
Plan under the federal income tax laws and result in Lakeland being liable for
certain additional taxes, penalties, and interest. Under the Merger Agreement,
Lakeland is required to use all reasonable efforts prior to the Effective Time
to enter into a closing agreement or obtain such other settlement procedures
(the "Closing Agreement") with the IRS which will provide that the IRS will
treat the Lakeland Pension Plan as having been timely amended for purposes of
the Tax Reform Act of 1986, as amended, and all other applicable laws.

In the event such a Closing Agreement is obtained prior to the
Effective Time, Lakeland will provide Huntington with an accounting of all
expenses, taxes, interest, sanctions, penalties, and other amounts that
Lakeland is or was required to pay in connection with such Closing Agreement,
less any recoveries from the third-party administrator of the Lakeland Pension
Plan or others (the "Lakeland Plan Liabilities"). Under the terms of the
Merger Agreement, to the extent that the Lakeland Plan Liabilities exceed the
"Plan Surplus" (defined as the difference between the actual fair market value
of assets held by the Lakeland Pension Plan on March 30, 1995, minus the
"benefit liability" as defined under the Employee Retirement Income Security
Act of 1974, as amended), such excess will be deducted from the aggregate cash
payments payable to the Lakeland shareholders pursuant to the formulae
described above.

In the event the Closing Agreement is not obtained prior to Closing,
Huntington, Lakeland, and the Bank will agree to a mutually acceptable estimate
of such Lakeland Plan Liabilities, the amount of which will be withheld from
the aggregate cash payments payable to the Lakeland shareholders in the Merger
and placed in an escrow account to be used to pay any amounts that become due
in connection with the Closing Agreement. To the extent that any funds
(together with any interest earned thereon) remain in such escrow account
following the receipt of the Closing Agreement and the payment of the amounts
related thereto, such excess funds will be distributed to the former Lakeland
shareholders (excluding Lakeland, Huntington, or any of their subsidiaries, and
excluding any Lakeland shareholders who have perfected their statutory
dissenter's rights), pro rata to each such shareholder's holdings of Lakeland
Common Stock at Closing. Management of Lakeland currently estimates, based upon
published IRS procedures, that the amount of the IRS penalty will range from
$1,000 to approximately $250,000, but has not valued the Lakeland Plan Surplus
or Lakeland Plan Liabilities to determine the adjustment, if any, to the cash
payments due from Huntington to Lakeland shareholders. It is presently
anticipated that the IRS will not finalize any penalties until after the
Effective Date of the Merger.

Each share of Lakeland Common Stock held by a person who dissents from
the Merger and demands an appraisal of his or her shares and who complies with
all other procedures specified under applicable law will not be converted into
or represent a right to receive a combination of Huntington Common Stock and
cash as described above. Rather, such shareholder will be entitled to such
appraisal rights as are granted by applicable law. See "THE MERGER --
APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS" and Exhibit C.

EXCHANGE OF CERTIFICATES

The Huntington National Bank, Columbus, Ohio, a wholly owned
subsidiary of Huntington, is the transfer agent for Huntington Common Stock and
has been designated by Huntington to act as the exchange agent (the "Exchange
Agent") in connection with the Merger. Approval of the Merger Documents by the
shareholders of Lakeland will constitute ratification of the appointment of the
Exchange Agent.

Promptly after the Effective Time, the Exchange Agent will mail to the
former shareholders of Lakeland appropriate transmittal materials. These
materials will contain instructions for the surrender of the certificates
formerly representing shares of Lakeland Common Stock. Upon surrender to the
Exchange Agent of the certificate or certificates which prior to the Effective
Time represented shares of Lakeland Common Stock in accordance with the
instructions set forth in the transmittal materials, each such holder will be
entitled to receive in exchange therefor a certificate or certificates
representing the number of whole shares of Huntington Common Stock, together
with all undelivered dividends and distributions in respect of such shares, and
a check representing the amount of cash into which the shares represented by
the certificate or certificates so surrendered will have been converted, in
each case, without interest.

Huntington is not obligated to deliver the consideration payable under
the Merger Documents to a former shareholder of Lakeland until such former
shareholder has either surrendered the certificate or certificates representing
such shareholder's shares of Lakeland Common Stock or, if a shareholder is
unable to locate such certificate or certificates, such

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<PAGE> 28
shareholder has delivered an appropriate affidavit of loss, indemnity
agreement, and bond as may be required by Huntington. Until so surrendered,
each outstanding certificate representing shares of Lakeland Common Stock which
have been converted into shares of Huntington Common Stock and cash shall be
deemed for all corporate purposes (subject to the limitations specified below)
to evidence ownership of the number of whole shares of Huntington Common Stock
into which the shares of Lakeland Common Stock represented thereby shall have
been converted.

No dividends or other distributions payable to holders of record of
Huntington Common Stock after the Effective Date shall be paid to a holder of
Lakeland Common Stock whose shares have been converted into Huntington Common
Stock and cash until such holder surrenders his certificate or certificates
formerly representing shares of Lakeland Common Stock. Promptly upon such
surrender, Huntington will pay to the holder of the certificates for Huntington
Common Stock issued in exchange for the certificates for Lakeland Common Stock
the amount of dividends and other distributions, if any, which theretofore
became payable with respect to such full shares of Huntington Common Stock, but
which have not theretofore been paid on such stock. No interest shall be
payable with respect to the payment of any undelivered dividends or
other distributions.

The stock transfer books of Lakeland will be closed at the close of
business one business day prior to the Effective Date.

The Exchange Agent may establish reasonable and customary rules and
regulations with respect to the matters referred to above, not inconsistent
with the provisions of the Merger Agreement. None of Huntington, the Bank, or
the Exchange Agent will be liable to a former shareholder of Lakeland for any
amounts paid or property delivered in good faith to a public official pursuant
to any applicable abandoned property law.

COVENANTS OF THE PARTIES

The Merger Agreement provides, among other things, that Lakeland,
Huntington, and its subsidiaries are required to use reasonable efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper, or advisable under applicable law to consummate and
make effective the Merger, subject to the terms and conditions of the Merger
Agreement. Each of Lakeland and Huntington is required to keep the other party
advised of all material developments relevant to its business and the
consummation of the Merger and to permit the other party to make reasonable
investigation of its business and properties.

The Merger Agreement provides that, unless the prior written consent
of Huntington to do otherwise is obtained, Lakeland will operate its business
in the usual, regular, and ordinary course; will preserve intact its business
organization and assets and maintain its rights and franchises; and will take
no action which would adversely affect the ability of Lakeland or Huntington to
obtain any consent from any regulatory agency or other person required for the
Merger without the imposition of a condition or restriction that renders the
consummation of the Merger inadvisable for either Lakeland or Huntington or
would materially adversely affect the ability of Lakeland or Huntington to
perform its covenants and agreements under the Merger Agreement.

In addition, the Merger Agreement provides that, without the prior
written consent of Huntington (which consent will not be unreasonably
withheld), Lakeland cannot do, or agree or commit to do, any of the following:
(i) amend its Articles of Incorporation, Bylaws, or other governing
instruments; (ii) incur any additional debt obligation except in the ordinary
course of business consistent with past practices or impose, or suffer the
imposition, on any asset of Lakeland any lien or other encumbrance, or permit
any such lien or other encumbrance to exist (subject to certain exceptions as
specified in the Merger Agreement); (iii) repurchase, redeem, or otherwise
acquire or exchange (other than in the ordinary course under employee benefit
plans), any shares, or securities convertible into any shares, of the capital
stock of Lakeland, or declare or pay any dividend or make any other
distribution in respect to Lakeland's capital stock, except as described below;
(iv) issue, sell, pledge, or permit to become outstanding any additional shares
of Lakeland Common Stock or any other capital stock or rights related thereto;
(v) adjust, split, combine, or reclassify any capital stock or issue or
authorize the issuance of any other securities in respect of shares of Lakeland
Common Stock or sell, lease, mortgage, or otherwise dispose of any asset other
than in the ordinary course of business for reasonable and adequate
consideration; (vi) purchase any securities or make any material investments,
except as provided for in the Merger Agreement; (vii) grant any increase

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<PAGE> 29
in compensation or benefits to its employees or officers except as in
accordance with past practice, pay any severance or termination pay or any
bonus other than pursuant to written policies or contracts in effect on the
date of the Merger Agreement, enter into or amend any severance agreements with
officers, grant any increase in compensation or benefits to directors, or
voluntarily accelerate the vesting of any employee benefits; (viii) enter into
or amend any employment contract, other than as required by law, that Lakeland
does not have the unconditional right to terminate without liability at any
time; (ix) adopt any new employee benefit plan, or terminate, withdraw from, or
make any material change to an existing employee benefit plan, other than is
required by law or deemed advisable by counsel to maintain the tax qualified
status of such plan, or make any distributions from such employee benefit plans
except as required by law, the terms of such plan, or consistent with past
practice; (x) make any significant change in any tax or accounting method or
system of internal accounting controls, except as may be appropriate to conform
with changes in the tax laws, regulatory accounting requirements, or generally
accepted accounting principles; (xi) commence any litigation other than in
accordance with past practice or settle certain material litigation; and (xii)
enter into, modify, amend, or terminate any material contract or waive,
release, compromise, or assign any material rights or claims, except in the
ordinary course of business.

The Merger Agreement provides that Huntington will take no action
which, to its knowledge at the time of such action, would materially adversely
affect the ability of Lakeland or Huntington to obtain any consent from any
regulatory agency or other person required for the Merger without the
imposition of a condition or restriction that renders the consummation of the
Merger inadvisable for any party or would materially adversely affect the
ability of any party to perform its covenants and agreements under the Merger
Agreement. In addition, Huntington, without the prior written consent of
Lakeland (which consent cannot be unreasonably withheld), cannot, and cannot
agree or commit to, amend its Articles of Incorporation, Bylaws, or Rights Plan
(as described herein) in any manner adverse to the Lakeland shareholders as
compared to the rights of the Huntington shareholders as of the date of the
Merger Agreement.

Each of Lakeland and Huntington is required to give prompt written
notice to the other party upon becoming aware of the occurrence or impending
occurrence of any event or circumstance relating to it or any of its
subsidiaries which is reasonably likely to have a material adverse effect on it
or would cause or constitute a material breach of any of its representations,
warranties, or covenants contained in the Merger Agreement and to use
reasonable efforts to prevent or remedy the same. The Merger Agreement
provides that Lakeland, Huntington, and its subsidiaries will file all reports
required to be filed with the applicable regulatory authorities; that the
financial statements contained in all such reports will be prepared in
accordance with the laws applicable to such reports; and that all such reports
filed with the Commission will comply with all applicable securities laws and
will not contain an untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

Under the Merger Agreement, each of Lakeland and Huntington will, and
will cause its agents and advisors to: (i) maintain the confidentiality of all
confidential information furnished to it by the other party; (ii) not use such
information other than in furtherance of the transactions contemplated by the
Merger Agreement; and (iii) promptly return or certify the destruction of all
documents and work papers containing confidential information received from the
other party if the Merger Agreement is terminated prior to the Effective Time.
The Merger Agreement incorporates by reference a Confidentiality Agreement,
dated as of July 12, 1995, between Lakeland and Huntington, which essentially
provides for the confidentiality of the same types of documents and work
papers. Lakeland also is required to use reasonable efforts to exercise its
rights under confidentiality agreements entered into with such persons who were
considering an acquisition transaction with Lakeland prior to the time Lakeland
entered into the Merger Agreement to preserve the confidentiality of any
information provided to such persons.

Except with respect to the Merger Documents, neither Lakeland nor any
affiliate or other person representing Lakeland will directly or indirectly
solicit or encourage any tender or exchange offer or any proposal for a merger,
acquisition of all of the stock or assets of, or other business combination
involving, Lakeland or the acquisition of a substantial equity interest in, or
a substantial portion of the assets of, Lakeland (an "Acquisition Proposal") by
any person. In addition, except to the extent necessary to comply with the
fiduciary duties of Lakeland's Board of Directors, neither Lakeland nor any
affiliate or other person representing Lakeland will furnish any non-public
information that it is not legally obligated to furnish, negotiate with respect
to, or enter into any contract or other agreement with respect to, any
Acquisition Proposal. Lakeland must promptly notify Huntington in the event
that it receives any inquiry or proposal relating to any such Acquisition
Proposal.

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<PAGE> 30
Prior to the Effective Time, Lakeland and Huntington are required to
consult with each other as to the form and substance of any press release or
other public disclosure materially related to transactions contemplated by the
Merger Agreement. Lakeland and Huntington are required to use reasonable
efforts to cause the Merger to qualify as a reorganization within the meaning
of the applicable tax law. At the request of Huntington, Lakeland is required
to use its best efforts to modify and change its loan, litigation, and real
estate valuation policies and practices prior to the Effective Time and only
upon the satisfaction of the conditions precedent to such modification as set
forth in the Merger Agreement, including but not limited to the receipt of all
required regulatory approvals, so as to be consistent with those of Huntington
and generally accepted accounting principles.

In addition, Huntington is to provide certain benefits and
indemnification to certain present and former directors, officers, employees,
and agents of Lakeland. See "THE MERGER - INTERESTS OF MANAGEMENT."

CONDITIONS TO CONSUMMATION OF THE MERGER

The Merger and the other transactions contemplated thereby will occur
only if the Merger Documents and the Merger are approved by the affirmative
vote of the holders of two-thirds of the outstanding shares of Lakeland Common
Stock. In addition, the obligation of Lakeland and Huntington to consummate
the Merger is subject to the satisfaction of certain other conditions,
including: (i) the receipt of all required approvals of the Merger by the
applicable regulatory authorities and the expiration of any applicable waiting
periods, with no such approval conditioned or restricted in a manner which
would materially impact the economic or business assumptions of the
transactions contemplated by the Merger Agreement so as to render inadvisable
the consummation of the Merger (see "THE MERGER - REGULATORY APPROVALS"); (ii)
the receipt of any and all third-party consents required in order to consummate
the Merger or prevent any material default under any contract, permit, or other
instrument of Lakeland or Huntington which, if not received or made, is
reasonably likely to have a material adverse effect on such party, with no such
consent conditioned or restricted in a manner which would materially impact the
economic or business assumptions of the transactions contemplated by the Merger
Agreement so as to render inadvisable the consummation of the Merger; (iii) the
absence of any law, regulation, reporting or licensing requirement,
administrative decision, decree, judgment, order, or any other action by any
court or regulatory authority having jurisdiction which prohibits, restricts,
or makes illegal the consummation of the transactions contemplated by the
Merger Agreement; and (iv) the receipt by Lakeland and Huntington of an
opinion of counsel for Huntington and the Bank regarding certain tax aspects of
the Merger (see "THE MERGER - FEDERAL INCOME TAX CONSEQUENCES").

The obligations of Lakeland to consummate the Merger are further
conditioned upon the following conditions precedent: (i) the representations
and warranties of Huntington set forth in the Merger Agreement being true and
correct in all material respects as of the date of the Merger Agreement and at
the Effective Time; (ii) the agreements and covenants of Huntington to be
performed pursuant to the Merger Agreement prior to the Effective Time having
been performed in all material respects; (iii) the receipt by Lakeland of a
certificate signed by Huntington to the effect that all such obligations of
Huntington have been satisfied and a certified copy of resolutions duly adopted
by the Board of Directors of Huntington and the Bank and the Bank's sole
shareholder with respect to the transactions contemplated by the Merger
Agreement; (iv) the receipt by Lakeland of an opinion rendered by counsel to
Huntington as to certain matters set forth in the Merger Agreement; and (v)
the receipt by Lakeland of an opinion of Carson Medlin stating that the
consideration to be received by the Lakeland shareholders in connection with
the Merger is fair, from a financial point of view, to such shareholders.

The obligations of Huntington to consummate the Merger are further
conditioned upon the following conditions precedent: (i) the representations
and warranties of Lakeland set forth in the Merger Agreement being true and
correct in all material respects as of the date of the Merger Agreement and at
the Effective Time; (ii) the agreements and covenants of Lakeland to be
performed pursuant to the Merger Agreement prior to the Effective Time having
been performed in all material respects; (iii) the receipt by Huntington of a
certificate signed by Lakeland to the effect that all such obligations of
Lakeland have been satisfied and a certified copy of resolutions duly adopted
by the Board of Directors and shareholders of Lakeland with respect to the
transactions contemplated by the Merger Agreement; (iv) the receipt by
Huntington of an opinion rendered by special counsel to Lakeland as to certain
matters set forth in the Merger Agreement; (v) the receipt by Huntington from
Lakeland's auditors of letters with respect to certain financial information
regarding Lakeland; (vi) the receipt by Huntington from each affiliate of
Lakeland of an agreement providing that such person will not sell, pledge,
transfer, or otherwise dispose of the shares of Lakeland Common Stock held by
such person except as provided for in the

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<PAGE> 31
Merger Agreement or the shares of Huntington Common Stock to be received in the
Merger except as permitted under applicable law, and (vii) the adjusted total
shareholders' equity of Lakeland as of the end of the last fiscal quarter
preceding Closing being not less than the adjusted total shareholders' equity
as of June 30, 1995.

Huntington and Lakeland may waive compliance by the other party with
any of the conditions, covenants, and agreements contained in the Merger
Documents, except any condition which, if not satisfied, would result in the
violation of any law.

AMENDMENT; TERMINATION

The Merger Agreement may be amended, to the extent permitted by law,
by a subsequent writing signed by Lakeland and Huntington and authorized by
their respective Boards of Directors, whether before or after shareholder
approval of the Merger Agreement has been obtained, provided, that, after any
such approval by the shareholders of Lakeland Common Stock, there will be no
amendment that under Florida Law or Title 12 of the United States Code requires
further approval by such shareholders without further approval of such
shareholders.

The Merger Agreement may be terminated and the Merger abandoned at any
time prior to the Effective Time as follows: (i) by mutual consent of the
Board of Directors of Huntington and the Board of Directors of Lakeland; (ii)
by the Board of Directors of either party in the event of an inaccuracy of any
representation or warranty of the other party or the material breach of any
covenant or agreement, in any case which cannot be or has not been cured within
30 days after the giving of written notice to the breaching party of the breach
and which, in the case of the inaccuracy of any representation or warranty,
would provide the other party the ability to refuse to consummate the Merger
(provided that the terminating party is not then in material breach of any
representation, warranty, covenant, or other agreement); (iii) by the Board of
Directors of either party in the event any required consent of any regulatory
authority is denied or the shareholders of Lakeland fail to vote their approval
of the Merger (provided that the terminating party is not then in material
breach of any representation, warranty, covenant or other agreement); (iv) by
the Board of Directors of either party in the event the Merger fails to have
been consummated by March 29, 1996, if such failure is not caused by any breach
of the Merger Agreement by the party electing to terminate; (v) by the Board of
Directors of either party in the event that any of the conditions precedent to
the obligations of such party cannot be fulfilled or satisfied by March 29,
1996 (provided that the terminating party is not then in material breach of any
representation, warranty, covenant or other agreement); and (vi) by Huntington,
in the event that the Board of Directors of Lakeland fails to reaffirm its
approval of the Merger or resolves not to reaffirm the Merger, or affirms,
recommends, or authorizes entering into any other Acquisition Proposal or other
transaction involving a merger, share exchange, consolidation, or transfer of
substantially all of the assets of Lakeland.

The Merger Agreement also provides that if, within twelve months
following any termination of the Merger Agreement by Huntington on the basis of
the failure of Lakeland to satisfy certain conditions or by either party on the
basis of the failure of the shareholders of Lakeland to approve the Merger or
following the failure to consummate the Merger by reason of any failure of
Lakeland to satisfy certain conditions, any third-party acquires, merges with,
combines with, or purchases any equity securities involving an acquisition of
40% or more of the voting stock of, Lakeland, or enters into any binding
agreement to do any of the aforementioned acts (a "Business Combination"), such
third-party is required to pay to Huntington an amount in cash equal to the sum
of (i) the direct costs and expenses incurred by or on behalf of Huntington in
connection with the transactions contemplated by the Merger Agreement, but in
no event to exceed $1 million in the aggregate, plus (ii) 2% times the
difference of $154 million minus the amount that the Lakeland Plan Liabilities
exceed the Plan Surplus. In the event such third-party refuses to pay such
amounts, the amounts will become an obligation of Lakeland and will be paid to
Huntington upon notice given by Huntington.

In the event of the termination and abandonment of the Merger
Agreement, the Merger Agreement will become void and the respective
representations, warranties, obligations, covenants, and agreements of the
parties will not survive such termination, except for certain provisions which
will remain in effect under the express terms of the Merger Agreement.

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<PAGE> 32

APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS

The appraisal rights of dissenting shareholders of Lakeland in
connection with the Merger are governed by the provisions of Title 12, Section
215a of the United States Code ("Section 215a") because the Bank, which is the
surviving entity in the Merger, is a national banking association governed by
federal banking laws. Accordingly, any shareholders of Lakeland who wish to
dissent from the Merger Documents and to pursue their rights to receive payment
in cash of the appraised fair value of their shares of Lakeland Common Stock
must comply with the provisions of Section 215a in order to ensure that they
have complied with the law that will be applicable to the Merger. The
following description of the statutory rights of dissenting shareholders and
the procedures required for perfecting those rights is qualified in its
entirety by reference to the terms of Section 215a, a copy of which is attached
hereto as Exhibit C. IF A SHAREHOLDER DESIRES TO EXERCISE SUCH APPRAISAL
RIGHTS, EACH STEP MUST BE TAKEN IN STRICT COMPLIANCE WITH THE APPLICABLE
PROVISION OF THE APPRAISAL RIGHTS STATUTE IN ORDER TO ENSURE THAT SUCH
SHAREHOLDER WILL HAVE PROPERLY PERFECTED SUCH APPRAISAL RIGHTS.

Under Section 215a, any holder of Lakeland Common Stock who has either
(a) voted against the Merger or (b) given written notice to E.V. McClurg,
Chairman of the Board of Lakeland (as the presiding officer of the Special
Meeting), at or prior to the Special Meeting, that such shareholder dissents
from the Merger Documents, shall be entitled to receive the cash value of the
shares of Lakeland Common Stock held by him, provided furhter that a written
request for payment of the value of such shares is made to the Bank at any time
before 30 days after the Effective Date. Such written request for payment
must be accompanied by the surrender of stock certificates representing such
shares.

Section 215a provides that the valuation of the shares of dissenting
shareholders (the "Dissenting Shares") shall be determined in the manner
prescribed by state law if such provision is made in the state law.
Section 658.41 of the Florida Statutes indicates, however, that Section 215a
will govern the appraisal of the Dissenting Shares in the
Merger.

Under Section 215a, a valuation of the Dissenting Shares will be
determined as of the Effective Date by three appraisers, one to be selected by
the owners of at least a majority of such Dissenting Shares, one to be selected
by the Board of Directors of the Bank, and the third to be selected by the two
so chosen. The value agreed upon by any two of the appraisers shall control.
If the value fixed by the appraisers is not satisfactory to any dissenting
shareholder who has requested payment, such shareholder may, within five days
after being notified of the appraised value of his shares, appeal to the OCC,
which shall cause a reappraisal to be made which shall be final and binding as
to such shareholder's shares. If, within 90 days from the Effective Date, for
any reason, one or more of the appraisers is not selected as herein described,
or the appraisers fail to determine the value of such Dissenting Shares, the
OCC shall, upon the written request of any interested party, cause an
appraisal of such Dissenting Shares to be made which will be final and binding
on all parties.

The expenses of appraisal or reappraisal, as the case may be,
shall be paid by Huntington.

IN ORDER TO ENSURE PERFECTION OF THEIR APPRAISAL RIGHTS, SHAREHOLDERS
OF LAKELAND WHO WISH TO DISSENT FROM THE MERGER DOCUMENTS MUST COMPLY WITH
SECTION 215A. ACCORDINGLY, EACH LAKELAND SHAREHOLDER ELECTING TO RECEIVE THE
APPRAISED VALUE OF HIS OR HER LAKELAND SHARES IN CASH MUST (1) EITHER VOTE
AGAINST THE MERGER DOCUMENTS OR DELIVER TO E.V. MCCLURG, CHAIRMAN OF THE BOARD
OF LAKELAND (AS THE PRESIDING OFFICER OF THE SPECIAL MEETING), AT OR PRIOR TO
THE SPECIAL MEETING, A WRITTEN NOTICE TO THE EFFECT THAT HE OR SHE DISSENTS
FROM THE MERGER DOCUMENTS, AND (2) PROVIDE A SEPARATE WRITTEN REQUEST FOR
PAYMENT OF THE APPRAISED VALUE OF HIS OR HER SHARES TO THE BANK, AT ANY TIME
BEFORE 30 DAYS AFTER THE EFFECTIVE DATE, WHICH REQUEST MUST BE ACCOMPANIED BY
THE SURRENDER OF THE STOCK CERTIFICATE OR CERTIFICATES REPRESENTING SUCH
SHARES. THE NOTICE SPECIFIED IN ITEM (1) ABOVE WILL BE DEEMED TO BE SUFFICIENT
IF IT IDENTIFIES THE SHAREHOLDER, INDICATES THAT THE SHAREHOLDER DISSENTS FROM
THE MERGER DOCUMENTS, AND SPECIFIES THE NUMBER OF SHARES AS TO WHICH
DISSENTERS' RIGHTS ARE BEING REQUESTED. THE REQUEST SPECIFIED IN ITEM (2)
ABOVE WILL BE DEEMED TO BE SUFFICIENT IF IT IDENTIFIES THE SHAREHOLDER,
INDICATES THAT THE SHAREHOLDER DEMANDS PAYMENT OF THE APPRAISED VALUE OF HIS OR
HER SHARES, AND SPECIFIES THE NUMBER OF SHARES AS TO WHICH PAYMENT OF THE
APPRAISED VALUE IS BEING REQUESTED. PLEASE NOTE THAT A MERE FAILURE TO VOTE,
WITHOUT PROVIDING THE WRITTEN NOTICE OF DISSENT SPECIFIED IN ITEM (1) ABOVE
AND THE WRITTEN DEMAND FOR PAYMENT SPECIFIED IN ITEM (2) ABOVE, WILL NOT
CONSTITUTE A DEMAND FOR APPRAISAL.

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<PAGE> 33
Upon and after the Effective Date, all shares of Lakeland Common
Stock, including Dissenting Shares whether or not surrendered by the holders
thereof, shall be void and deemed to be canceled, and no voting or other rights
of any kind shall pertain thereto or to the holders thereof except only such
rights as may be expressly provided in the Merger Documents or expressly
provided by law.

Lakeland shareholders who choose to perfect their appraisal rights
under federal law and receive cash rather than shares of Huntington Common
Stock in the Merger will recognize income, gain, or loss for federal income tax
purposes. See "THE MERGER - FEDERAL INCOME TAX CONSEQUENCES".

INTERESTS OF MANAGEMENT

The Merger Agreement provides that, following the Effective
Time, Huntington is required to provide generally to officers and employees of
Lakeland certain employee benefits on terms and conditions which are
substantially similar to those currently provided to similarly situated
Huntington employees and officers, provided that, for a period of twelve months
after the Effective Time, Huntington must also provide generally to the
Lakeland officers and employees certain specified severance benefits. For
purposes of participation and vesting under such Huntington employee benefits
plans, the service of Lakeland employees prior to the Effective Time will be
treated as service with Huntington or one of its subsidiaries participating in
such plans.

Huntington will also cause the Bank to honor all employment, severance,
consulting, and other compensation agreements between Lakeland and any current
or former director, officer, or employee thereof. On June 7, 1995, the Board of
Directors of Lakeland approved change in control agreements with the following
members of Lakeland's management: Bedford A. Keen, Franklin P. Futch, Jay O.
Springer, Ralph Blalock, E.V. McClurg, Stephen D. Hart, and John H. Bohanan.
The change in control agreements for each of these individuals provide that,
for an initial term of three years beginning on August 11, 1995, renewable
annually thereafter for one-year periods in the sole discretion of the
Compensation Committee of Lakeland or its successor, in the event of (i) a
change in control of Lakeland during the term of the change in control
agreement and (ii) termination of such individual's employment within three
years following such change in control, each such individual shall be entitled
to receive a parachute payment equal to his current salary over a period of 36
months from the date of his termination, discounted to a present value
according to the rules governing parachute payments in Section 280G of the Code
and paid in a lump sum within 30 days after the termination, plus certain other
insurance and retirement benefits. If the Merger were consummated during the
month of November 1995, and each of the individuals listed above were
terminated and were to exercise his right to receive the parachute payments,
the parachute payments for each individual would be approximately $130,046 for
Bedford A. Keen, $134,605 for Franklin P. Futch, $142,333 for Jay O. Springer,
$310,404 for Ralph Blalock, $102,983 for Stephen D. Hart, and $157,110 for John
H. Bohanan, for a total of approximately $1,301,983. Mr. McClurg's change in
control agreement provides for a parachute payment of $323,887, but may be
triggered by either the employer or Mr. McClurg after a change in control. The
parachute payments are subject to applicable withholding taxes and the
applicable discount rate used for calculating the present value lump sum is
subject to change.

In addition, Lakeland adopted on June 7, 1995, a Key Officer
Retention Plan (the "Retention Plan") providing to certain officers of Lakeland
certain severance benefits in the event such individuals' employment is
terminated following a change in control of Lakeland if such termination occurs
prior to June 1, 1997. The severance benefits provided under the Retention
Plan are as follows: (a) each participant is entitled to receive a severance
payment equal to the product of (i) the participant's annual base salary
immediately prior to termination, divided by 52 and (ii) the number of full
years of the participant's continuous employment with Lakeland, and (b) medical
benefits substantially equal to the benefits to which the participant was
entitled immediately prior to termination for a period of six months following
termination. Any amounts owed under the Retention Plan are subject to offset
for amounts paid to the participants under other severance arrangements
(including the change in control agreements described above), and a
participant's medical benefits shall terminate upon receipt of substantially
similar benefits through a program of a subsequent employer or otherwise. The
Retention Plan has 15 participants who, in the event the Merger were to close
in January 1996 and each participant were terminated prior to June 1, 1997, and
received no offsetting severance payments, would be entitled to receive an
aggregate of approximately $194,000 in severance payments under the Plan.

The Merger Agreement also provides that, for a period of three years
after the Effective Time, Huntington will, and will cause Huntington Florida
and the Bank to, indemnify the present and former directors, officers,
employees, and

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<PAGE> 34
agents of Lakeland against all liabilities arising out of acts
or omissions in the performance of each such person's service to Lakeland or,
at the request of Lakeland, to another enterprise at or prior to the Effective
Time to the fullest extent permitted under the applicable law, or by Lakeland's
Articles of Incorporation or Bylaws, consistent with the provisions detailed in
the Merger Agreement.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain material United States federal
income tax consequences of the Merger, including certain consequences to
holders of Lakeland Common Stock who are citizens of the United States and who
hold their shares as capital assets. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), and is for general information
only. The tax treatment of a particular shareholder will depend upon such
shareholder's particular situation. Special tax considerations not discussed
herein may be applicable to particular classes of taxpayers, such as
broker-dealers, certain retirement plans, financial institutions, or insurance
companies, or to any shareholder who acquired Lakeland Common Stock through the
exercise of an employee stock option or otherwise as compensation. All
shareholders should consult with their own tax advisors as to particular tax
consequences of the Merger to them, including the applicability and effect of
state, local, and foreign tax laws and possible changes in the tax law.

Consummation of the Merger is dependent upon receipt by Huntington,
the Bank, and Lakeland of an opinion of Porter, Wright, Morris & Arthur,
counsel to Huntington and the Bank, substantially to the effect that, for
federal income tax purposes, the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code and will result in the tax
consequences described below. In rendering such opinion, Porter, Wright,
Morris & Arthur is entitled to rely upon certain assumptions and
representations of the parties and their respective officers, directors, and
shareholders.

Assuming that the Merger constitutes a reorganization within the
meaning of Section 368(a) and that Lakeland, the Bank, and Huntington will each
be a party to the reorganization within the meaning of Section 368(b) of the
Code, the following is a summary of the tax consequences which will result:

(a) A Lakeland shareholder will realize gain, if any, upon the receipt
of both cash and Huntington Common Stock in exchange for such
shareholder's Lakeland Common Stock equal to the excess of the
fair market value of the Huntington Common Stock received plus the
amount of cash received over the cost or other basis of the
Lakeland Common Stock surrendered in the exchange. Such gain will
be recognized, but not in excess of the amount of cash received.
If the exchange has the effect of the distribution of a dividend
(as defined under Section 316 of the Code and as determined with
the applications of Sections 302, 318, and 356(a)(2) of the Code),
then the amount of gain recognized that is not in excess of the
shareholder's ratable share of the undistributed earnings and
profits of Lakeland will be treated as a dividend. The
determination of whether the exchange has the effect of the
distribution of a dividend will be made on a shareholder by
shareholder basis. No loss will be recognized upon the exchange.

(b) The basis of the Huntington Common Stock so received will be the
same as the basis of the Lakeland Common Stock surrendered in
exchange therefor, decreased by the amount of cash received by the
shareholder and increased by (i) the amount, if any, that was
treated as a dividend, and (ii) the amount of gain recognized by
the shareholder on the exchange (not including any portion of such
gain that is treated as a dividend).

(c) The holding period of the Huntington Common Stock to be received
by Lakeland shareholders will include the holding period of the
shares of Lakeland Common Stock surrendered in exchange therefor,
provided that Lakeland Common Stock was held as a capital asset in
the hands of the Lakeland shareholder on the Effective Date.

(d) The receipt of cash for shares of Lakeland Common Stock pursuant
to the exercise of appraisal rights will result in the recognition
of income, gain, or loss for federal income tax purposes to the
Lakeland shareholder who exercises such rights. Any shareholder
considering the exercise of appraisal rights should consult such
shareholder's tax advisor about the tax consequences of receiving
cash for such shares.

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(e) The basis of the assets of Lakeland to be received by the Bank
will be the same as the basis of those assets in the hands of
Lakeland immediately prior to the Merger.

(f) The holding period of the assets of Lakeland to be received by the
Bank will, in each instance, include the period for which such
assets were held by Lakeland.

(g) No gain or loss will be recognized by Huntington or the Bank
(except for the inclusion in income of amounts resulting from any
required changes in accounting methods or similar items) upon the
acquisition by the Bank of substantially all of the assets of
Lakeland in exchange for the issuance of shares of Huntington
Common Stock, cash, and the assumption by the Bank of the
liabilities of Lakeland.

(h) No gain or loss will be recognized by Lakeland (except for the
inclusion in income of amounts resulting from any required changes
in accounting methods or similar items) upon the transfer of
substantially all of its assets to the Bank in exchange for the
issuance of shares of Huntington Common Stock to shareholders of
Lakeland, cash, and the assumption by the Bank of the liabilities
of Lakeland.

Cash payments to holders of Lakeland Common Stock (other than certain
exempt entities and persons), whether in the form of cash paid in the Merger or
cash paid to dissenting shareholders, will be subject to a 31% backup
withholding tax under federal income tax law unless certain requirements are
met. Generally, the Exchange Agent will be required to deduct backup
withholding amounts if (i) the shareholder fails to furnish a taxpayer
identification number ("TIN") to the Exchange Agent or fails to certify under
penalty of perjury that such TIN is correct; (ii) the IRS notifies the Exchange
Agent that the TIN furnished by the shareholder is incorrect; (iii) the IRS
notifies the Exchange Agent that the shareholder has failed to report interest,
dividends, or original issue discount in the past; or (iv) there has been a
failure by the shareholder to certify under penalty of perjury that such
shareholder is not subject to backup withholding tax. Any amounts withheld by
the Exchange Agent in collection of the backup withholding tax will reduce the
federal income tax liability of the shareholder from whom such tax was
withheld. The TIN of an individual shareholder is that shareholder's Social
Security number.

ACCOUNTING TREATMENT

It is anticipated that the Merger will be accounted for by Huntington
under the purchase method of accounting.

REGULATORY APPROVALS

Regulatory approvals in connection with the Merger are required from
the Federal Reserve Board and the OCC. Approval of the Merger by the Florida
Department will not be required because Huntington has previously received
approval from the Florida Department for the acquisition of a Florida bank.
In such circumstances, the Florida Department requests only the filing of
notice of the Merger.

Approval by the Federal Reserve Board, application for which has been
made through the Federal Reserve Bank of Cleveland (the "Reserve Bank")
under delegated authority from the Federal Reserve Board, is required for
Huntington to (i) own the Bank as an interim national bank subsidiary,
and (ii) acquire Lakeland by merger and operate it as a national bank
subsidiary. The Federal Reserve Board's regulatory authority derives from
the Bank Holding Company Act of 1956, as amended ("BHCA").

The BHCA requires the Federal Reserve Board, when approving a
transaction such as the Merger, to take into consideration the financial and
managerial resources (including the competence, experience, and integrity of
the officers, directors, and principal shareholders), the future prospects of
the existing and proposed institutions, and the convenience and needs of the
communities to be served. In considering financial resources and future
prospects, the Federal Reserve Board will, among other things, evaluate the
adequacy of the capital levels of the parties to a proposed transaction.

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The BHCA prohibits the Federal Reserve Board from approving a merger
if it would result in a monopoly or be in furtherance of any combination or
conspiracy to monopolize or to attempt to monopolize the business of banking in
any part of the Untied States, or if its effect in any section of the country
would be substantially to lessen competition or tend to create a monopoly, or
if it would in any other manner result in a restraint of trade, unless the
Federal Reserve Board finds that the anti-competitive effects of a merger are
clearly outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the communities to be
served. In addition, under the Community Reinvestment Act of 1977, as amended,
the Federal Reserve Board must take into account the record of performance of
the existing institutions in meeting the credit needs of the entire community,
including low- and moderate-income neighborhoods, served by such institutions.

Approval by the OCC is also required (i) under the National Bank Act
for approval to charter the Bank, and (ii) under the Bank Merger Act for
approval of the merger of Lakeland with the Bank. In conducting its review of
any application under the Bank Merger Act, the OCC is required to consider
factors relating to monopoly and restraint of trade, and to the financial and
managerial resources of the institutions concerned.

The Bank Merger Act provides for the publication of notice of, and the
opportunity for administrative hearings relating to, the applications for
approval noted and described above. Interested parties may intervene in the
approval proceedings. If an interested party intervenes, such intervention
could substantially delay the regulatory approvals required for consummation of
the Merger. Any merger approved by the Federal Reserve Board or the OCC is
subject to a statutory waiting period of 15 to 30 days, during which time the
United States Department of Justice may challenge the Merger on antitrust
grounds. The commencement of an antitrust action would stay the effectiveness
of the regulatory agency's approval unless a court specifically ordered
otherwise.

Applications to the Federal Reserve Board and the OCC were filed, and
a notification to the Florida Department was submitted, on October 23, 1995.

The managements of Huntington and Lakeland believe that the Federal
Reserve Board and the OCC will approve the applications filed with them, and
that the Merger will not be subject to challenge by the Department of Justice
under the antitrust laws. However, no assurance can be provided that such
approvals will be obtained or that the Federal Reserve Board and the OCC will
concur in this assessment or that the approvals by the Federal Reserve Board
and the OCC will not contain conditions unacceptable to either Huntington or
Lakeland. See "THE MERGER - CONDITIONS TO CONSUMMATION OF THE MERGER."

RESALES OF HUNTINGTON COMMON STOCK

Although the Huntington Common Stock to be issued upon consummation of
the Merger has been registered under the Securities Act of 1933, as amended,
certain directors and officers of Lakeland and other persons deemed to be
affiliates of Lakeland and their affiliates may not resell or otherwise dispose
of the shares of Huntington Common Stock received by them in connection with
the Merger unless such sales are made pursuant to an effective registration
under the Securities Act of 1933, as amended, or pursuant to Rule 145
promulgated by the Commission or another exemption from registration under such
Act. Huntington has obtained from each of such persons a written undertaking
to the effect that no sale, transfer, or other disposition will be made of any
Huntington Common Stock received in the Merger except in accordance with the
above restrictions.

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EFFECT OF THE MERGER ON SHAREHOLDERS' RIGHTS

At the Effective Time, the Lakeland shareholders (other than those
shareholders who have perfected their appraisal rights - see "THE MERGER -
APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS") automatically will become
Huntington shareholders, and their rights as shareholders will be determined by
Maryland General Corporation Law and by Huntington's Charter and Bylaws. The
rights of Lakeland shareholders differ in some respects from the rights they
would have as shareholders of Huntington. The following is a brief summary of
the material differences in the rights of Lakeland shareholders from the rights
of shareholders of Huntington; however, this summary does not purport to be a
complete description of such differences.

CAPITAL STOCK

Lakeland's Certificate of Incorporation authorizes the issuance of
30,000 shares of common stock, par value $100 per share ("Lakeland Common
Stock").

Huntington's Charter authorizes the issuance of 206,617,808 shares of
capital stock, of which 200,000,000 shares are common stock, without par value,
and 6,617,808 shares are serial preferred stock, without par value ("Huntington
Preferred Stock"). Huntington's Board of Directors has the authority to
classify and reclassify any unissued shares of Huntington Preferred Stock in
one or more series with such preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, terms or
conditions of redemption, or other rights as may be authorized by the Board of
Directors of Huntington and stated in articles supplementary or other charter
documents providing for the issuance of such Huntington Preferred Stock.
Huntington Common Stock is subject to all of the terms and provisions of the
Huntington Preferred Stock as fixed by the Board of Directors. There are
currently no shares of Huntington Preferred Stock outstanding.

Neither Lakeland shareholders nor Huntington shareholders have any
preemptive rights to purchase additional shares of stock upon an offering or
sale for cash or otherwise of such stock.

NOMINATION, ELECTION, AND REMOVAL OF DIRECTORS

Neither Florida law nor Lakeland's Articles of Incorporation or Bylaws
set forth specific procedures for the nomination of persons for election to the
Board of Directors of Lakeland. Lakeland's Articles of Incorporation and
Bylaws provide that the number of Directors shall be no less than five and no
greater than 25. There are currently eight directors serving on Lakeland's
Board of Directors. Under Florida law, a majority of the directors must be
United States citizens and at least three-fifths of the directors must have
resided in Florida for at least one year preceding their election and must be
residents therein until the discontinuance of their membership. In addition,
at least two directors who are not serving as officers of Lakeland must have
had at least one year of direct experience as a regulator, director, or
executive officer of a financial institution within the previous three years.
The President or Chief Executive Officer of a bank or trust company
must have had at least one year direct experience as an officer or director of
a financial institution within the previous three years. Under Lakeland's
Bylaws, each Board member must be a resident of the state of Florida.

Under Lakeland's Articles of Incorporation, a majority of the full
Board of Directors may, at any time during the year following the annual
meeting of shareholders in which such action was authorized by the
shareholders, increase the number of directors within the limits specified,
provided that in any one year not more than two additional directors can be
added pursuant to this power. Florida law permits cumulative voting in
elections of directors if called for in a corporation's articles of
incorporation. Lakeland's Articles of Incorporation do not provide for
cumulative voting. A director of Lakeland holds office until the next annual
meeting and until a successor is elected and qualified, subject, however, to
prior death, resignation, or removal from office. Under Lakeland's Bylaws,
any director or the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.

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Huntington's Bylaws provide that, in order for a person to be eligible
for election as a director of Huntington, such person must be nominated by or
at the direction of Huntington's Board of Directors or by a shareholder
entitled to vote for the election of directors in accordance with certain
specified procedures. Shareholder nominations must be made pursuant to timely
written notice to the Secretary of Huntington. In most cases, a shareholder's
notice, to be timely, must be received at the principal executive offices of
Huntington not less than 30 days nor more than 60 days prior to the date of a
shareholders' meeting. The notice must set forth certain specified information
about the shareholder giving the notice and the shareholder's proposed nominee.

Huntington's Charter currently provides for 12 directors, which number
may be altered by resolution of a majority of the entire Board of Directors to
not more than 25 nor fewer than three directors. The Board of Directors has
currently set the number of directors at 12. There are no residency
requirements for Huntington's Directors. Huntington's Charter provides for the
division of the Board of Directors into three classes. Each class must
consist, as nearly as possible, of one-third of the total number of directors.
At each annual meeting of shareholders, successors to the class of directors
whose term expires at that annual meeting are elected for a three-year term.
If the number of directors is changed, any increase or decrease must be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible. A director holds office until the annual
meeting for the year in which his term expires and until his successor is
elected and qualified. Neither Huntington's Charter nor its Bylaws provide for
cumulative voting. Under Huntington's Charter, the shareholders of Huntington
may remove a director with cause by the affirmative vote of two-thirds of all
shareholders entitled to vote at the election of directors. No director may
be removed by the shareholders of Huntington without cause.

SHAREHOLDER PROPOSALS

In general, at any meeting of the shareholders of either Huntington or
Lakeland, only business that has been properly brought before such meeting may
be acted upon at such meeting. Huntington's Bylaws provide further that, in
order to be properly brought before a meeting of shareholders of Huntington,
business must be brought by or at the direction of the Board of Directors or
otherwise by a shareholder in accordance with certain specified procedures. A
shareholder proposing business must give timely written notice thereof to the
Secretary of Huntington. In most cases, a shareholder's notice, to be timely,
must be received at the principal executive offices of Huntington not less than
30 days nor more than 60 days prior to the date of a shareholders' meeting. The
notice must set forth certain specified information about the shareholder
proposing such business and the shareholder's proposal. Neither the Articles
of Incorporation nor Bylaws of Lakeland contain comparable provisions.

SPECIAL VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS

In general, Florida law requires the affirmative vote of the holders
of the majority of the shares entitled to vote to effect amendments to the
articles of incorporation which would create dissenters' rights, a merger, sale
of assets other than in the ordinary course of business, or dissolution of the
corporation. Under Florida law, approval by the shareholders of
a bank or trust company of a plan of merger and merger agreement constitutes
the adoption by the shareholders of the articles of incorporation of the
resulting bank or trust company as set forth in the merger agreement.

Maryland law requires the affirmative vote of the holders of
two-thirds of the outstanding shares of Huntington stock entitled to vote to
effect material amendments to the charter, a merger, consolidation, sale of
assets other than in the ordinary course of business, or dissolution of the
corporation. Maryland law also requires a "super majority" vote, in addition
to any vote otherwise required by law or Huntington's Charter, for certain
business combinations. Unless certain value and other standards are met or an
exemption is available, any business combination between Huntington and any
interested person (defined generally as a 10% shareholder or an affiliate of
such shareholder) must be recommended by the Board of Directors and approved by
the affirmative vote of at least 80% of the votes entitled to be cast by
holders of Huntington voting stock, voting together as a single class, and
two-thirds of the votes entitled to be cast by holders of voting stock other
than voting stock beneficially owned by an interested shareholder who is a
party to the business combination, voting together as a single class.

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Both Maryland and Florida law provide certain limitations with respect
to "control shares." "Control shares" are generally defined under Maryland
and Florida law as shares of a corporation which would, if aggregated with all
other shares of that corporation owned by a person, entitle that person,
directly or indirectly, to exercise or direct the exercise of voting power in
the election of directors within specified ranges. "Control-share acquisition"
is defined by Maryland and Florida law as an acquisition (other than an
acquisition specifically exempted from the definition of control share
acquisition, such as an acquisition pursuant to certain mergers), directly or
indirectly, by any person of ownership of, or the power to direct the exercise
of voting power with respect to, issued and outstanding control shares. Under
Maryland law, control shares acquired in a control share acquisition have no
voting rights except to the extent such rights are approved by the shareholders
of the corporation by the affirmative vote of two-thirds of all votes entitled
to be cast on the matter, excluding all interested shares of the corporation.
Under Florida law, control shares acquired in a control share acquisition have
the same voting rights as were accorded the shares before the control share
acquisition only to the extent granted by resolution approved by a majority of
all shares entitled to vote or, if applicable, by a majority of each class or
series entitled to vote separately on the proposal, excluding in each case any
interested shares of the corporation.

The super majority vote and control share provisions of Maryland law
may deter or render more difficult attempts by third parties to obtain control
of Huntington if such attempts are not supported by Huntington's Board of
Directors. See also "HUNTINGTON BANCSHARES INCORPORATED - DESCRIPTION OF
COMMON STOCK - RIGHTS PLAN." Similarly, Florida's control share statute may
deter or render more difficult attempts by third parties to obtain control of
Lakeland if such attempts are not supported by Lakeland's Board of Directors.

EVALUATION OF MERGERS AND CONSOLIDATIONS

Under Florida law, in discharging any of his duties, a director of
Lakeland may consider such factors as the director deems relevant, including
the long-term prospects and interests of Lakeland and its shareholders and the
social, economic, legal, or other effects of any action on the employees,
suppliers, and customers of Lakeland, the communities in which Lakeland
operates, and the economy of the state and the nation. Under Lakeland's
Bylaws, a director must discharge his or her duties as a director, including
his or her duties as a member of any committee of the board upon which he or
she serves, in good faith, with the care that an ordinarily prudent person in a
like position would exercise under similar circumstances, and in a manner he or
she reasonably believes to be in the best interests of Lakeland.

Article Ninth of Huntington's Charter provides that, in connection
with the exercise of its judgment in determining what is in the best interests
of Huntington when evaluating a merger or consolidation of Huntington (among
other things), the Board of Directors must, in addition to considering the
adequacy of the amount to be paid in connection with any such transaction,
consider all of the following factors and any other factors which it deems
relevant: (i) the interests of the shareholders, including the relation of the
consideration offered in the then proposed transaction to the then current
market price of Huntington's stock and also the current value of Huntington in
a freely negotiated transaction and in relation to the Board of Directors' then
estimate of the future value of Huntington as an independent entity or as the
subject of a future merger or consolidation, (ii) the interests of depositors
of banks affiliated with Huntington and of other creditors of Huntington, and
(iii) any other factors that the Board of Directors determines to be relevant,
including, among other factors, the social, legal, and economic effects upon
employees, suppliers, customers, and the business of Huntington and on the
communities in which Huntington operates.

SPECIAL MEETINGS

Lakeland's Bylaws provide that, pursuant to Florida law, special
meetings of the shareholders for any purpose will be held when called by the
Chairman of the Board or the Board of Directors or when requested in writing by
the holders of not less than 50% of all the shares entitled to vote at the
meeting. A meeting requested by shareholders must be called for a date not
less than 10 nor more than 60 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The shareholders
at a special meeting shall transact only business that is related to the
purposes stated in the notice of the special meeting.

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Pursuant to Maryland law and Huntington's Bylaws, a special meeting of
shareholders may be called by the Board of Directors, the Chairman, or the
President of Huntington and must be called by the Secretary upon written
request of the holders of not less than 25% of the outstanding shares entitled
to vote at the meeting. Any shareholder request must state the purpose or
purposes of such meeting and the matters proposed to be acted on thereat. The
Secretary must inform such shareholders of the reasonably estimated cost of
preparing and mailing the notice of the meeting, and upon payment to Huntington
of such costs, the Secretary must give notice of such meeting, except that no
special meeting need be called upon the request of the holders of less than a
majority of all votes entitled to be cast at such meeting to consider any
matter which is substantially the same as a matter voted upon at any special
meeting of the shareholders held during the preceding twelve months.

DIRECTORS' AND SHAREHOLDERS' RIGHT TO ADOPT, ALTER, OR REPEAL THE BYLAWS

Under Florida law and Lakeland's Bylaws, either the Board of Directors
or the shareholders may adopt, amend, or repeal the bylaws of the corporation;
however, the Board of Directors may not amend or repeal any bylaw adopted by
shareholders if the shareholders specifically provide that the bylaw is not
subject to amendment or repeal by the directors.

Under Maryland law, the power to adopt, alter, and repeal the bylaws
of a corporation is vested in the shareholders, except to the extent that the
charter or bylaws vest it in the board of directors. Huntington's Charter and
Bylaws provide that Huntington's Bylaws may be adopted, amended, or repealed by
the affirmative vote of two-thirds of the votes entitled to be cast by the
outstanding shares of Huntington's voting stock or by the Board of Directors at
any regular or special meeting.

RIGHTS OF DISSENTING SHAREHOLDERS

Both Florida and Maryland law provide appraisal rights to dissenting
shareholders if certain specific procedures are followed in situations where
the corporation consolidates or merges with, or transfers substantially all of
its assets to, another corporation. Maryland law also provides appraisal
rights if the corporation amends its charter in such a way as to adversely
affect the shareholders' rights. The appraisal rights applicable with respect
to the Merger are more fully described in "THE MERGER - APPRAISAL RIGHTS OF
DISSENTING SHAREHOLDERS."

PERSONAL LIABILITY OF OFFICERS AND DIRECTORS TO SHAREHOLDERS

Florida law provides that no director will be personally liable to
Lakeland or its shareholders for monetary damages unless the director breached
or failed to perform his duties as a director and such breach or failure to
perform constitutes (i) a violation of criminal law (unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause
to believe his conduct was unlawful), (ii) a transaction from which such
director derived an improper personal benefit, (iii) an unlawful payment of a
dividend or other distribution, (iv) willful misconduct or a conscious
disregard for the best interest of the corporation in a proceeding by or in the
right of the corporation or a shareholder, or (v) recklessness or an act or
omission committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property in
connection with a proceeding by or in the right of someone other than the
corporation or a shareholder.

Huntington's Charter provides that no director or officer will be
personally liable to the corporation or its shareholders for money damages to
the fullest extent permitted by Maryland statutory or decisional law. The
effect of this provision under Maryland law is that neither Huntington nor its
shareholders will be able to recover money damages against a director or
officer of Huntington unless Huntington or its shareholders is able to prove
that (i) the director or officer actually received an improper benefit in
money, property, or services (in which case recovery is limited to the actual
amount of such improper benefit), or (ii) the action, or failure to act, by the
director or officer was the result of active and deliberate dishonesty which
was material to the cause of action adjudicated in the proceeding.

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RIGHTS PLAN

In 1990, the Board of Directors of Huntington entered into a Rights
Agreement, dated as of February 22, 1990 (the "Rights Agreement"), between
Huntington and The Huntington Trust Company, National Association, as Rights
Agent. In August 1995, Amendment No.1 to the Rights Agreement was adopted by
the Board of Directors. For a description of the Rights Agreement, as amended,
see "HUNTINGTON BANCSHARES INCORPORATED - DESCRIPTION OF HUNTINGTON COMMON
STOCK." Lakeland does not have a plan or agreement similar to the Rights
Agreement.

HUNTINGTON BANCSHARES INCORPORATED

GENERAL

Huntington, incorporated in Maryland in 1966, is a multi-state bank
holding company headquartered in Columbus, Ohio. Huntington is the fourth
largest bank holding company in Ohio in terms of total assets at September 30,
1995. At that date, Huntington had total assets of approximately $20.2
billion and total deposits of approximately $12.5 billion.

Huntington's affiliates conduct a full service commercial and consumer
banking business, engage in mortgage banking, lease financing, trust services,
discount brokerage services, underwriting credit life and disability insurance,
and issuing commercial paper guaranteed by Huntington, and provide other
financial products and services. At September 30, 1995, Huntington's
affiliates operated 176 banking offices in Ohio, 45 banking offices in West
Virginia, 42 banking offices in Michigan, 25 banking offices in Indiana, 20
banking offices in Florida, 16 banking offices in Northern Kentucky, five
banking offices in Western Pennsylvania, and one foreign office in the Cayman
Islands. In addition, Huntington's mortgage company affiliate has loan
origination offices throughout the Midwest and East Coast, as well as one
office in Houston, Texas. Foreign banking activities, in total or with any
individual country, are not significant to the operations of Huntington. At
September 30, 1995, Huntington and its subsidiaries had 7,560 full-time
equivalent employees.

Competition in the form of price and service from other banks and
financial companies, such as savings and loans, credit unions, finance
companies, and brokerage firms, is intense in most of the markets served by
Huntington and its subsidiaries. Mergers between and the expansion of
financial institutions both within and outside Ohio have provided significant
competitive pressure in major markets. The passage of reciprocal interstate
banking legislation in Ohio in 1985 has resulted in increased competitive
pressure. This legislation opened Ohio to nationwide reciprocal interstate
banking in October 1988. In addition, federal legislation enacted in September
1994 permitted bank holding companies in any state to acquire banks or bank
holding companies in any other state beginning September 1995, thus further
increasing bank competition.

During the first nine months of 1995, the Company completed
acquisitions of three financial institutions: Security National Corporation, a
bank holding company with assets of $189 million, located in Maitland, Florida;
Reliance Bank of Florida, a Florida state bank with assets of $98 million,
located in Melbourne, Florida; and First Seminole, a Florida state bank with
assets of $51 million, located in Lake Mary, Florida. These banks were merged
together and now operate under the name "The Huntington National Bank of
Florida." During this period, the Company announced the pending acquisition of
Lakeland. As of the date of this Proxy Statement/Prospectus, the Company had
no other significant acquisitions pending; however, the Company continues to
explore other opportunities to acquire banking and non-banking companies, both
interstate and intrastate.

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Upon formation, the directors of the Bank will be R. Richard O'Brien,
Michael W. Sheffey, Zuheir Sofia, Phillip L. Tasker, and Todd Williams, who are
all also directors and/or officers of Huntington or one of its
affiliates, and the officers of the Bank will be as follows:

Michael W. Sheffey . . . . . . Chairman
Zuheir Sofia . . . . . . . . . President and Treasurer
John W. Liebersbach . . . . . Secretary
Phillip L. Tasker . . . . . . Cashier

Immediately following the consummation of the Merger, Huntington
intends to transfer all of the shares of the Bank to Huntington Florida.
Huntington is currently seeking a Private Letter Ruling from the IRS that would
permit Huntington Florida to merge the Bank into HNB Florida without adverse
tax consequences to Huntington, the Bank, Lakeland, and/or the Lakeland
Shareholders. If the Private Letter Ruling is received prior
to the consummation of the Merger, the merger of the Bank into HNB Florida
could take place immediately after the Effective Time of the Merger; however,
none of the contribution of the Bank's shares to Huntington Florida, the
Private Letter Ruling, nor the merger of the Bank into HNB Florida, if it
occurs, affects or is a condition to the Merger.

If the Private Letter Ruling is not received at or prior to
consummation of the Merger, it is the intention of Huntington Florida, which
will then be the sole shareholder of the Bank, to expand the number of
directors of the Bank to seven and to elect E.V. McClurg and Ralph Blalock to
fill the vacancies. Messrs. McClurg and Blalock currently serve as executive
officers and directors of Lakeland. It is anticipated that the Board of
Directors of the Bank will then appoint Mr. Blalock to serve as President of
the Bank.

After consummation of the Merger, Huntington, through its
subsidiaries, will have 30 banking offices with over $1.1 billion in assets in
South/Central Florida.

HUNTINGTON DIRECTORS

Huntington's Charter provides for a classified Board of Directors.
Class I Directors serve for a three-year term expiring at the 1997 Annual
Shareholders Meeting; Class II Directors serve for a three-year term expiring
at the 1998 Annual Shareholders Meeting; and Class III Directors serve for a
three-year term expiring at the 1996 Annual Shareholders Meeting.

-35-
<PAGE> 43

CLASS I DIRECTORS
<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY
COMPANY WITH A CLASS OF
SECURITIES REGISTERED PURSUANT
DIRECTOR TO SECTIONS 12 OR 15(d) OF THE
NAME AND PRINCIPAL OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ---------------------------------------------------- --- -------- --------------------------------
<S> <C> <C> <C>
John B. Gerlach 68 1984 Lancaster Colony Corporation,
Chairman and Chief Executive Officer, Drug Emporium, Inc.,
Lancaster Colony Corporation, manufacturer M/I Schottenstein Homes, Inc.,
of housewares, specialty foods, and Scioto Downs, Inc.,
automotive and truck accessories Worthington Foods, Inc.

W. Lee Hoskins 54 1991
Vice Chairman of Huntington; Chairman,
President, and Chief Executive Officer,
The Huntington National Bank

Zuheir Sofia 51 1984
President, Chief Operating Officer, and
Treasurer of Huntington

William J. Williams 67 1985 Centerior Energy Corporation,
Retired Chairman, The Huntington National Republic Engineered Steel, Inc.,
Bank UNR Industries, Inc.

</TABLE>

CLASS II DIRECTORS

<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY
COMPANY WITH A CLASS OF
SECURITIES REGISTERED PURSUANT
DIRECTOR TO SECTIONS 12 OR 15(d) OF THE
NAME AND PRINCIPAL OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ---------------------------------------------------- --- -------- --------------------------------
<S> <C> <C> <C>
Don Conrad 67 1989
Chairman, Huntington Bancshares Kentucky,
Inc.; Chairman and Chief Executive Officer,
WACO Oil Co., Inc., retail gasoline/
convenience stores, car washes, and self
storage warehouses

George A. Skestos 67 1995
Retired Chairman, Homewood Corporation,
residential construction and development

Lewis R. Smoot, Sr. 62 1995 M/I Schottenstein Homes, Inc.
President and Chief Executive Officer, The
Smoot Corporation, general construction and
construction management

Frank Wobst 62 1974
Chairman and Chief Executive Officer of
Huntington; Chairman of the Executive
Committee of The Huntington National Bank;
Chairman, The Huntington Trust Company,
National Association
</TABLE>
- 36 -
<PAGE> 44

CLASS III DIRECTORS
<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY
COMPANY WITH A CLASS OF
SECURITIES REGISTERED PURSUANT
DIRECTOR TO SECTIONS 12 OR 15(d) OF THE
NAME AND PRINCIPAL OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ----------------------------------------------- ------ -------- ---------------------------------
<S> <C> <C> <C>
Don M. Casto, III 50 1985
Principal, Don M. Casto Organization, real
estate developers

Wm. J. Lhota 56 1990 AEP Generating Company,
Executive Vice President, American Electric Appalachian Power Company,
Power Service Corporation, management, Blackhawk Coal Company,
technical, and professional subsidiary of Columbus Southern Power Company,
American Electric Power Company, Inc., Indiana Michigan Power Company,
an investor-owned electric utility system Kentucky Power Company, Ohio
Power Company, State Auto
Financial Corporation

Gerald E. Mayo 63 1990 Borror Corporation,
President, Midland Financial Services; The Columbia Gas System, Inc.,
Chairman, The Midland Life Insurance HBO & Company
Company, life insurance and annuities

Timothy P. Smucker 51 1978 The J. M. Smucker Company,
Chairman, The J. M. Smucker Company, Kellogg Company
manufacturer of jams, jellies, preserves,
and ice cream toppings
<FN>
_________________

(1) Mr. Hoskins' business experience is described under "Executive
Officers of Huntington" below. Mr. Williams retired from the
position of Chairman of The Huntington National Bank as of
September 1, 1993. Each other director has held the various
positions indicated or other executive positions with the same
organizations (or predecessor organizations) for at least the
past five years. Messrs. Hoskins, Sofia, and Wobst are also
directors of The Huntington National Bank, The Huntington Trust
Company, National Association, and various other entities
affiliated with Huntington. Mr. Williams is also a director of
The Huntington National Bank and another affiliated entity.

</TABLE>

COMPENSATION OF HUNTINGTON DIRECTORS

Each non-officer director of Huntington receives $1,250 for each Board
or committee meeting of Huntington the director attends. In addition, each
non-officer director of Huntington receives retainer payments at an annual rate
of $20,000. Non-officer chairmen of standing committees of the Board of
Directors of Huntington receive additional retainer payments at an annual rate
of $3,125. All or any portion of the compensation otherwise payable to a
director may be deferred if such director elects to participate in the
Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated Directors (see below).

DEFERRED COMPENSATION PLAN FOR DIRECTORS

The Huntington Bancshares Incorporated Deferred Compensation Plan and
Trust for Huntington Bancshares Incorporated Directors (the "Directors' Plan"),
adopted in 1991, allows the members of the Board of Directors of Huntington to
elect to defer receipt of all or a portion of the compensation payable to them
in the future for services as directors. Such deferred amounts are not
included in the gross income of the directors until such time as the deferred
amounts are distributed from the Directors' Plan. Huntington transfers cash
equal to the compensation deferred pursuant to the Directors' Plan to a trust
fund where it is allocated to the accounts of the participating directors. The
trustee of the Directors' Plan has

- 37 -
<PAGE> 45
broad investment discretion over the trust fund and is authorized to invest in
many forms of securities and other instruments, including Huntington Common
Stock. During 1994, the trustee invested the trust fund primarily in
Huntington Common Stock. The trustee may hold some assets of the Directors'
Plan in the form of cash to the extent necessary. The trustee maintains a
separate account for each participating director. Amounts contributed to the
Directors' Plan are credited to the account of each director in the ratio that
the amount deferred by each director bears to the total amount deferred by all
directors. Distribution of a director's account will be made either in a lump
sum or in equal annual installments over a period of not more than ten years,
as elected by each director. Such distribution will commence upon the earlier
of 30 days after the attainment of an age specified by the director at the time
the deferral election was made, or within 30 days of the director's termination
as a director. All of the assets of the Directors' Plan are subject to the
claims of the creditors of Huntington and the rights of a director or his
beneficiaries to any of the assets of the Directors' Plan are no greater than
the rights of an unsecured general creditor of Huntington. Directors who are
also officers of Huntington do not receive compensation as directors and,
therefore, are ineligible to participate in the Directors' Plan.

RETIREMENT PLAN FOR DIRECTORS

Huntington adopted the Huntington Bancshares Incorporated Retirement
Plan for Outside Directors (the "Directors' Retirement Plan") effective
January 1, 1993. The Directors' Retirement Plan provides retirement benefits
for non-employee directors of Huntington who have completed five years of
service on Huntington's Board of Directors and for directors of Huntington who,
in Huntington's discretion, are named eligible to participate. Participation
in the Directors' Retirement Plan, which is voluntary and may be waived,
commences automatically by a director who has met the eligibility requirements.
Retirement benefits are payable annually upon the first to occur of termination
of service to the Board by reason of death, disability, or retirement upon or
after reaching age 70. The initial annual benefit is equal to the
participant's annual retainer, excluding meeting, committee, and other like
fees, in effect as of the date the initial benefit is paid. Subsequent benefit
payments are equal to the annual retainer in effect at the time of payment;
provided, however, that at no time will a participant's annual benefit be
reduced. Benefits are payable for the life of the participant.

In the event a participant dies prior to the commencement of benefit
payments or dies after distribution has commenced, but before the participant
has received ten annual payments, the benefits shall be payable to the
participant's surviving spouse until the surviving spouse dies or the combined
total number of annual payments to the participant and the surviving spouse
equals ten, whichever occurs first. Unless the participant is survived by a
spouse, entitlement to the benefits under the Directors' Retirement Plan
terminates at the death of the participant.

In the event of a change in control of Huntington, each non-employee
director then sitting on the Board shall become eligible, regardless of the
director's number of years of service, to receive the greater of the director's
annual retainer, excluding meeting, committee, and other like fees, then in
effect, or the director's largest annual retainer in effect at any time during
the two-year period immediately preceding the change in control. A participant
with fewer than five years of service will receive benefits annually for up to
ten years; a participant with five or more years of service will receive
benefits annually for life. In the event of a change in control, or in the
event a change in control is likely to occur, as determined by Huntington in
its sole discretion, Huntington may create and fund a grantor trust to provide
for payment of benefits under the Directors' Retirement Plan; otherwise, the
Directors' Retirement Plan is unfunded and no provision will be made with
respect to segregating any assets of Huntington for payment of any benefits
thereunder. The participants and their spouses have only the rights of general
unsecured creditors of Huntington with respect to any rights under the
Directors' Retirement Plan.

The Directors' Retirement Plan may be amended or terminated at
Huntington's discretion, however, no amendment or termination of the Directors'
Retirement Plan will deprive, directly or indirectly, any participant or
beneficiary of any benefit which has commenced prior to the effective date of
the amendment or termination. Under the Comprehensive Thrift and Bank Fraud
Prosecution and Taxpayer Recovery Act of 1990, the Federal Deposit Insurance
Corporation has the authority to limit or prohibit payments contingent upon the
termination of an individual's affiliation with Huntington, including payments
made under the Directors' Retirement Plan, but only if Huntington is insolvent,
has been placed in conservatorship or receivership, or is determined by the
Federal Reserve Board to be a troubled financial institution.

- 38 -
<PAGE> 46
EXECUTIVE OFFICERS OF HUNTINGTON

The executive officers of Huntington are listed below. Each listing
includes a statement of the business experience of each executive officer
during at least the last five years. Executive officers are elected annually
by the Board of Directors and serve at the pleasure of the Board.

MILTON D. BAUGHMAN, age 48, has served as Senior Vice President of
Huntington since November 1993 and as Director of Corporate Development for
Huntington since August 1993. Mr. Baughman also served as President of
Huntington Capital Corp. from January 1993 to July 1994. From April 1989 to
November 1993, Mr. Baughman served as Senior Vice President of The Huntington
National Bank. Prior to joining Huntington, Mr. Baughman served as Managing
Director for Manufacturers Hanover Trust Company from May 1987 to March 1989
and in various other capacities from June 1971 to April 1987.

RICHARD N. BLYTHE, JR., age 47, has served as President of The
Huntington Investment Company since December 1990 and as Senior Vice President
of Huntington since November 1992. From December 1987 to May 1990, Mr. Blythe
was Senior Vice President of NCNB National Bank, now NationsBank of North
Carolina, N. A., in charge of underwriting and trading in tax-exempt bonds.
From May 1990 to November 1990, Mr. Blythe served as the director of securities
sales for NCNB Capital Markets, Inc., a broker/dealer subsidiary of NCNB
Corporation, which is registered with the National Association of Securities
Dealers.

JUDITH D. FISHER, age 50, has served as Executive Vice President of
Huntington since February 1994 and as Executive Vice President and Manager of
the Treasury Group of The Huntington National Bank since January 1991. Ms.
Fisher has also served as President of Huntington Bancshares Financial
Corporation since April 1991. Ms. Fisher served as Senior Vice President and
Manager, Investment and Funds Management, from September 1987 to January 1991.

RALPH K. FRASIER, age 57, Executive Vice President, General Counsel,
Secretary, and Cashier of The Huntington National Bank and General Counsel and
Secretary of Huntington, joined The Huntington National Bank in November 1975
as Vice President and General Counsel. Mr. Frasier was named Senior Vice
President and General Counsel of The Huntington National Bank and General
Counsel of Huntington in July 1976. Mr. Frasier became Secretary to the
Boards of Directors of both companies in June 1981 and was named Executive Vice
President and Cashier of The Huntington National Bank in March 1983. Mr.
Frasier has served as Secretary and Cashier of The Huntington Trust Company,
National Association, since February 1988.

PETER E. GEIER, age 38, has served as Executive Vice President of
Huntington since November 1994 and Executive Director of Consumer Services
since March 1994. Mr. Geier served as Senior Vice President of Huntington from
March 1994 to November 1994. Prior thereto, Mr. Geier served as Senior Vice
President and Manager of Commercial Banking for The Huntington National Bank
from November 1989 to March 1994.

DIETER E. HEREN, age 54, has served as Executive Vice President and
Executive Director of Credit Administration of Huntington from November 1994 to
the present. From November 1992 to November 1994, Mr. Heren served as Senior
Vice President and Chief Credit Officer of Huntington. Prior thereto, Mr.
Heren served as Senior Vice President and Manager of Special Assets of The
Huntington National Bank from April 1987 to November 1992 and as Senior Vice
President and Division Executive for the International Department of The
Huntington National Bank from May 1985 to April 1987.

W. LEE HOSKINS, age 54, has served as Chairman of The Huntington
National Bank since September 1993 and as a director, President, and Chief
Executive Officer since joining The Huntington National Bank in November 1991.
Since November 1991, Mr. Hoskins has served as a director and Vice Chairman of
Huntington and as a director of The Huntington Trust Company, National
Association. Prior to joining Huntington, Mr. Hoskins was the President and
Chief Executive Officer of the Federal Reserve Bank of Cleveland from October
1987 to November 1991. From March 1981 to September 1987, Mr. Hoskins served
as Senior Vice President and Chief Economist of PNC Financial Corp. in
Pittsburgh, Pennsylvania.

- 39 -
<PAGE> 47
NORMAN A. JACOBS, age 58, has served as a director, President, and
Chief Executive Officer of The Huntington Trust Company, National Association,
from May 1988 to the present and a director of The Huntington Trust Company of
Florida, National Association, from October 1988 to the present. Mr. Jacobs
has also served as Senior Trust Officer of The Huntington National Bank since
May 1988.

WILLIAM M. RANDLE, age 55, has served as Senior Vice President of
Huntington and Director of Marketing and Strategic Planning from January 1990
to the present. From October 1986 to January 1990, Mr. Randle was Senior Vice
President of Marketing for First Union National Bank of North Carolina.

LAWRENCE R. SELLERS, age 46, has served as President of The Huntington
Service Company from June 1991 to the present. Mr. Sellers was Senior Vice
President and Director of Information Services of The Huntington National Bank
from July 1985 to April 1987 and of The Huntington Service Company from April
1987 to June 1991.

ZUHEIR SOFIA, age 51, has served as President and a director of
Huntington from October 1984 to the present, as Chief Operating Officer from
September 1986 to the present, and as Treasurer from February 1989 to the
present. In addition, Mr. Sofia has served as a director of The Huntington
National Bank since February 1981 and a director of The Huntington Trust
Company, National Association, since February 1988. Mr. Sofia served as Vice
Chairman of The Huntington National Bank from March 1983 to September 1986, as
Senior Vice President of Huntington from March 1983 to October 1984, as
Executive Vice President of The Huntington National Bank from February 1981 to
March 1983, as Treasurer of Huntington from January 1984 to June 1984, and as
Senior Vice President and Division Executive of the Corporate Banking, Funds
Management, and International Divisions of The Huntington National Bank from
December 1976 to February 1981. From the time he joined Huntington in
September 1971 until December 1976, Mr. Sofia served Huntington in various
other capacities.

R. FREDERICK TAYLOR, age 54, has served as President and Chief
Executive Officer of The Huntington Mortgage Company since January 1995. Prior
to joining Huntington, Mr. Taylor served as President and Chief Executive
Officer of Liberty Mortgage Corp., a residential mortgage company, from August
1993 to January 1995, and as President and Chief Executive Officer of First Sun
Mortgage Corp., a residential mortgage company, from June 1986 to August 1993.

JOHN D. VAN FLEET, age 40, has served as Corporate Controller and
Chief Accounting Officer for Huntington since April 1993 and as Senior Vice
President since February 1991. From June 1989 to April 1993, Mr. Van Fleet was
the Director of Accounting for Huntington. Mr. Van Fleet also served as Vice
President of Huntington from June 1989 to February 1991. Mr. Van Fleet joined
Price Waterhouse in June 1977 as a member of the audit staff and subsequently
served in various supervisory capacities prior to joining Huntington in June
1989.

GERALD R. WILLIAMS, age 59, has served as Executive Vice President and
Chief Financial Officer of Huntington from April 1989 to the present. From
January 1987 to April 1989, Mr. Williams was the owner and President of Mattara
Services, Inc., a consulting company to financial institutions and investors in
financial institutions.

FRANK WOBST, age 62, has served as Chairman of the Board and Chief
Executive Officer of Huntington from February 1981 to the present and as
Chairman of The Huntington Trust Company, National Association, from February
1988 to the present. Mr. Wobst has also served as a director of The Huntington
National Bank and Huntington from the time he joined Huntington in 1974 to the
present. Mr. Wobst served as President of Huntington from February 1981 to
October 1984, as President of The Huntington National Bank from July 1974 until
March 1983 and from March 1984 to September 1986, and as Chairman of the Board
and Chief Executive Officer of The Huntington National Bank from February 1981
to September 1986.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation paid by Huntington and
its subsidiaries to Huntington's Chief Executive Officer and each of the four
most highly compensated executive officers for each of the last three fiscal
years ended December 31, 1994.

- 40 -
<PAGE> 48
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- ----------------------
AWARDS PAYOUTS
OTHER --------- --------
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION OPTIONS PAYOUTS SATION
POSITION YEAR ($)(1) ($) ($)(2) (#)(3) ($)(4) ($)(5)
--------------------- ------ ------- ------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
FRANK WOBST 1994 800,000 564,000 83,384 131,250 400,009 36,000
Chairman and Chief 1993 760,000 646,000 59,144 115,497 0 34,200
Executive Officer 1992 730,000 376,200 (2) 108,277 281,213 32,850

ZUHEIR SOFIA 1994 467,500 329,588 (2) 65,625 233,764 21,037
President, Chief 1993 445,000 378,250 (2) 64,966 0 20,025
Operating Officer, and 1992 421,667 226,883 (2) 54,136 164,669 18,975
Treasurer

W. LEE HOSKINS 1994 467,500 329,588 (2) 65,625 233,759 21,037
Chairman and CEO, The 1993 445,000 378,250 (2) 54,137 0 20,025
Huntington National Bank 1992 422,500 220,275 (2) 54,136 0 18,910

GERALD R. WILLIAMS 1994 254,000 131,070 (2) 19,687 128,509 11,430
Executive Vice President 1993 245,000 195,755 (2) 15,878 0 11,025
and Chief Financial 1992 230,000 107,019 (2) 18,042 85,118 10,350
Officer

JUDITH D. FISHER 1994 220,000 112,200 (2) 26,250 110,011 9,900
Executive Vice President 1993 192,500 192,610 (2) 28,872 0 8,663
1992 173,333 96,872 (2) 18,042 0 7,800
<FN>
- ---------------
(1) Includes amounts deferred pursuant to Huntington's Employee Stock
Purchase and Supplemental Stock Purchase Plans.
(2) During 1994, Mr. Wobst received other annual compensation, including
executive life insurance premiums in the amount of $44,204. During
1993, Mr. Wobst received other annual compensation, including executive
life insurance premiums in the amount of $44,352. Other annual
compensation for Mr. Wobst for 1992, and for each of the other named
executive officers for each year indicated was less than $50,000 and less
than 10% of the total of annual salary and bonus reported for the named
executive.
(3) Adjusted for stock dividends and stock splits paid after the date of
grant.
(4) Huntington's Long-Term Incentive Compensation Plan is set up in
overlapping three-year performance cycles commencing every other year.
Awards were paid for the cycles ended December 31, 1992, and December 31,
1994. Figures indicated represent total dollar value of the awards.
Awards are normally made in shares of Huntington's Common Stock, however,
a participant may elect to receive up to fifty percent of an award in
cash. Mr. Hoskins and Ms. Fisher did not participate in the cycle of the
Long-Term Incentive Compensation Plan which ended in 1992.
(5) Figures represent amounts contributed for each named executive officer by
Huntington to the Employee Stock Purchase Plan and the Supplemental Stock
Purchase Plan. For 1994, $6,750 was contributed for each of Messrs.
Wobst, Sofia, Hoskins, and Williams and Ms. Fisher, respectively, under
the Employee Stock Purchase Plan and

- 41 -
<PAGE> 49
$29,250, $14,287, $14,287, $4,680, and $3,150 were contributed for Messrs.
Wobst, Sofia, Hoskins, and Williams and Ms. Fisher, respectively, under the
Supplemental Stock Purchase Plan.

</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES GRANT DATE
OPTIONS IN EXERCISE PRESENT
GRANTED FISCAL PRICE EXPIRATION VALUE
NAME (#)(1) YEAR ($/SH)(2) DATE ($)(3)
- ----------------------- --------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Frank Wobst 131,250 20.1% $19.57 5/18/04 824,569
Zuheir Sofia 65,625 10.1 19.57 5/18/04 412,284
W. Lee Hoskins 65,625 10.1 19.57 5/18/04 412,284
Gerald R. Williams 19,687 3.0 19.57 5/18/04 123,685
Judith D. Fisher 26,250 4.0 19.57 5/18/04 164,914
<FN>
- ---------------
(1) Figures reflect effect of five-for-four stock split paid July 29, 1994, and
the five percent stock dividend paid July 31, 1995. The options granted to
each named executive officer become exercisable in equal increments on each
of the first four anniversaries of the date of grant which was May 18,
1994. Options not yet exercised are cancelled upon a termination of
employment for any reason other than death, retirement under one or more of
Huntington's retirement plans, termination following a change in control of
Huntington, or a disposition (other than a change in control) of
substantially all of the stock or assets of Huntington, in which case all
options become exercisable immediately as of such termination date and
remain exercisable for a specified period following the termination.
Generally, the exercise price of options may be paid for in cash or in
shares of Common Stock of Huntington. In addition, any tax which
Huntington is required to withhold in connection with the exercise of any
stock option may be satisfied by the optionholder by electing to have the
number of shares to be delivered on the exercise of the option reduced by,
or otherwise by delivering to Huntington, such number of shares of Common
Stock having a fair market value equal to the amount of the withholding
requirement.
(2) In all cases, the exercise price was equal to the average of the high and
low market price of the underlying shares on the date of grant. The
exercise price has been adjusted to reflect the effect of the five-for-four
stock split paid July 29, 1994, and the five percent stock dividend paid
July 31, 1995.
(3) The dollar amounts in this column are the result of calculations made using
the Black-Scholes model, a theoretical method for estimating the present
value of stock options based on complex assumptions about the stock's price
volatility and dividend rate as well as interest rates. Because of the
unpredictable assumptions required, the Black-Scholes model, or any other
valuation model, is incapable of accurately predicting Huntington's stock
price or of placing an accurate present value on options to purchase its
stock. In performing the calculations it was assumed that: the options
were exercised at the end of their ten-year terms; the volatility of the
stock price was equal to 26.8%, which was the volatility calculated on a
natural logarithmic basis of Huntington's stock price for the twelve-month
period preceding the date of grant; the risk-free rate of return was equal
to the ten-year United States Treasury Note Rate effective the week of the
grant, to correspond to the term of the options; and the dividend yield was
equal to Huntington's annualized dividend yield at the end of the first
calendar quarter of 1994, which was 3.48%. No adjustments were made for
vesting requirements, non-transferability, or risk of forfeiture. In spite
of any theoretical value which may be placed on a stock option grant, no
increase of the stock option's value is possible without an increase in the
market value of the underlying stock. Any appreciation in the market value
of Huntington's Common Stock would benefit all shareholders and would be
dependent in part upon the efforts of the named executive officers. The
total of the values indicated in the table for all stock options granted in
1994 to the named executive officers was $1,937,736, representing
approximately .073% of the value, on the date of grant, of all shares of
Huntington Common Stock outstanding at the date of grant.

</TABLE>

- 42 -
<PAGE> 50

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY(3)
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED (#)(2) ($)
ON VALUE
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1)(2) ($) UNEXERCISABLE UNEXERCISABLE
--------------------------------- ---------- --------- ------------- --------------
<S> <C> <C> <C> <C>
Frank Wobst -0- -0- 485,132/ 2,397,783/
131,250 -0-
Zuheir Sofia 29,399 288,434 182,614/ 691,487/
65,625 -0-
W. Lee Hoskins -0- -0- 153,389/ 438,229/
65,625 -0-
Gerald R. Williams -0- -0- 79,636/ 483,619/
19,687 -0-
Judith D. Fisher 9,740 71,672 49,468/ 111,521/
26,250 -0-
<FN>
- ----------------
(1) The actual number of shares received may be less than indicated in the
event the optionholder elected to have shares withheld for the payment of
the exercise price or withholding tax liability.
(2) Adjusted for stock splits and stock dividends paid after the date of grant.
(3) An option is in-the-money if the fair market value of the underlying Common
Stock exceeds the exercise price of the option.
</TABLE>

<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
SHARES, OR OTHER NON-STOCK PRICE-BASED PLAN(2)
UNITS OR PERIOD UNTIL -----------------------------------------
OR OTHER MATURATION
NAME RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
- ------------------------------ --------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Frank Wobst (1) (2) $144,000 $200,000 $400,000
Zuheir Sofia (1) (2) 84,150 116,875 233,750
W. Lee Hoskins (1) (2) 84,150 116,875 233,750
Gerald R. Williams (1) (2) 46,260 64,250 128,500
Judith D. Fisher (1) (2) 39,600 55,000 110,000
<FN>
- -----------------
(1) Each named executive officer has been selected by the Compensation and
Stock Option Committee of the Board of Directors to participate in the
cycle of the Long-Term Incentive Compensation Plan which began on January
1, 1994. Awards based on a percentage of base salary will be paid at the
end of the cycle if Huntington's performance achieves the established
threshold or higher.
(2) The Long-Term Incentive Compensation Plan measures Huntington's performance
over three-year cycles with a new cycle beginning every other year. The
cycle that began January 1, 1994, will end on December 31, 1996. This plan
is more fully described under heading "Long-Term Incentive Awards" in
the Board Compensation Committee Report on Executive Compensation below.
The figures in the table are based on base salaries as of December 31,
1994.
</TABLE>

- 43 -
<PAGE> 51
<TABLE>
<CAPTION>
PENSION PLAN TABLE

YEARS OF SERVICE
-----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------- ------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
$200,000 $115,672 $115,672 $115,672 $115,672 $115,672
225,000 131,922 131,922 131,922 131,922 131,922
250,000 148,172 148,172 148,172 148,172 148,172
400,000 245,672 245,672 245,672 245,672 245,672
450,000 278,172 278,172 278,172 278,172 278,172
500,000 310,672 310,672 310,672 310,672 310,672
750,000 473,172 473,172 473,172 473,172 473,172
925,000 586,922 586,922 586,922 586,922 586,922
950,000 603,172 603,172 603,172 603,172 603,172
975,000 619,422 619,422 619,422 619,422 619,422
</TABLE>
The table above illustrates the operation of Huntington's
Supplemental Executive Retirement Plan (the "SERP") by showing various annual
benefits, after reduction for Social Security retirement income, assuming
various annual base salaries and years of credited service. Benefit figures
shown are computed on the assumption that participants retire at age 65. For
purposes of the table, it is assumed that each participant is receiving
benefits from the Retirement Plan in the form of a life annuity. Benefits
under the SERP are paid in the form of a life annuity (with 120 months
certain).

The SERP ensures that each participating executive officer (who
retires at age 65) receives a level of retirement benefits, without respect to
years of service, equal to at least 65% of the officer's highest consecutive
twelve months' base salary within the previous 60 months. At the time a
participating officer retires, the benefit the participant is entitled to
through the SERP is calculated, and then funds from the following sources are
deducted to determine the amount (if any) of the payment due from Huntington
under the SERP: (i) Social Security benefits payable; (ii) the benefit under
the Retirement Plan; and (iii) any benefits under retirement plans of prior
employers. For purposes of the table, it is assumed that the participant is
not receiving benefits from any prior employers' retirement plans and that
Social Security benefits payable are the maximum Old Age, Survivors and
Disability Insurance benefit payable. If the sum of the payments due from
Social Security, the Retirement Plan, and retirement plans of prior employers
exceeds 65% of the executive officer's highest consecutive twelve months' base
salary, then no payment will be due from Huntington under the SERP. As
illustrated by the table, the SERP generally has the effect of equalizing a
participant's combined retirement benefits for a particular level of covered
compensation for all years of service. Thus, the total annual benefits payable
by Huntington pursuant to the Retirement Plan and the SERP would be the same
for an executive officer with 15 years of service as for an executive officer
with 35 years of service, assuming each had the same level of covered
compensation, the only difference being that the 15 year executive officer,
having a smaller benefit from the Retirement Plan, will receive a greater
portion of his or her benefit from the SERP. Monthly benefits received by
participants under the SERP may be increased annually, if indicated, to reflect
increases in the United States Bureau of Labor Statistics Consumer Price Index
for Urban Wage Earners and Clerical Workers.

Only those executive officers selected by the Compensation and Stock
Option Committee may participate in the SERP. An employee who has completed
two years of continuous service with Huntington (or an affiliated company) and
whose compensation is in excess of the limitation imposed by the Internal
Revenue Code (the "Code") Section 401(a)(17) is eligible to participate in the
Huntington's Retirement Plan and Supplemental Retirement Income Plan (the
"SRIP"). The SRIP provides benefits according to the same benefit formula as
the Retirement Plan, except that benefits under the SRIP are not limited by
Code Sections 401(a)(17) and 415. Code Section 401(a)(17) limits the annual
amount of compensation that may be taken into account when calculating benefits
under the Retirement Plan. For 1994, this limit was $150,000. Code Section
415 limits the annual benefit amount that a participant may receive under the
Retirement Plan. For 1994, this amount was $118,800. Because the SERP
generally provides a larger benefit than the SRIP, executives participating in
the SERP generally will not receive any payments under the SRIP.

- 44 -
<PAGE> 52
For each of the executive officers named in the Summary Compensation
Table, the compensation covered by the Retirement Plan, the SRIP, and, if
applicable, the SERP is base salary earned in 1994 as indicated in the Summary
Compensation Table. The estimated credited years of service for each of the
executive officers named in the Summary Compensation Table are 20.5 for Mr.
Wobst, 23.33 for Mr. Sofia, 3.17 for Mr. Hoskins, 5.75 for Mr. Williams, and
7.33 for Ms. Fisher. Messrs. Hoskins and Williams and Ms. Fisher did not
participate in the SERP in 1994.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1994, Huntington's
Compensation and Stock Option Committee was composed of Don Conrad (commencing
April 1994), John B. Gerlach, Timothy P. Smucker, and Marvin E. White. Mr.
White has since retired as a director of Huntington and George A. Skestos has
replaced him on the Compensation Committee. None of the members of the
Compensation Committee are or have ever been officers of Huntington or its
subsidiaries.

Frank Wobst served on the Compensation Committee of the Board of
Directors of The Midland Mutual Life Insurance Company (now known as The
Midland Life Insurance Company) in 1994, during which time Gerald E. Mayo was
Chairman, Chief Executive Officer, and President of that company.

EMPLOYMENT AND EXECUTIVE AGREEMENTS

Messrs. Wobst, Sofia, and Hoskins each have an agreed upon term of
employment. Under Employment Agreements, Mr. Wobst will be employed by
Huntington through November 15, 1996, with automatic five-year renewals until
Mr. Wobst's death, disability, or retirement, unless earlier terminated by
either party upon written notice delivered to the other party at least 60 days
prior to the expiration of the initial or any renewal period, at an annual rate
of compensation of not less than $807,950; Messrs. Sofia and Hoskins will each
be employed by Huntington through November 15, 1996, with automatic five-year
renewals until their death, disability, or retirement, unless earlier
terminated by either the officer or Huntington upon written notice delivered to
the other party at least 60 days prior to the expiration of the initial or any
renewal period, at an annual rate of compensation of not less than $474,200.
The Employment Agreements also provide for the officers' continued
participation in Huntington's Incentive Compensation Plans, Stock Purchase and
Tax Savings Plan, Retirement Plans, the 1990 Stock Option Plan, and certain
other benefits afforded to executive officers of Huntington. In the event any
of Messrs. Wobst, Sofia, or Hoskins is terminated for cause, he will be
entitled to receive salary payments for three calendar months following the
date of termination plus any compensation to which he is entitled under the
Incentive Compensation Plans. In the event any of Messrs. Wobst, Sofia, or
Hoskins is terminated without cause, he will be entitled to his full
compensation and benefits under his Employment Agreement until the later of six
months after his termination or the expiration of the then current term of the
Employment Agreement. In the event any of Messrs. Wobst, Sofia, or Hoskins
becomes disabled, which disability continues for more than six months during a
twelve-month period, Huntington may terminate such executive officer's
Employment Agreement, and such executive officer will be entitled to his full
compensation (base salary and payments under the Incentive Compensation Plans)
to the date of termination. Thereafter, the executive officer will be entitled
to two-thirds of his base salary, less disability benefits received from any of
Huntington's disability insurance programs, until he attains age sixty-five or
through termination of the disability, whichever occurs first, with base salary
to be reinstated upon return to employment. In the event of the death of
either of Messrs. Wobst, Sofia, or Hoskins, their beneficiaries will receive
their base annual salary for six months plus Incentive Compensation Plan
payments.

Huntington also has entered into Executive Agreements with Messrs.
Wobst, Sofia, Hoskins, and G. Williams which are designed to provide these
executive officers with some assurance as to the continuation of their
employment status and responsibilities in the event of a change in control of
Huntington. The Executive Agreements for Messrs. Wobst, Sofia, and Hoskins
each provide that, if a change in control of Huntington occurs and the
executive officer makes a good faith determination that such officer's
employment status or responsibilities has been materially and adversely
affected thereby or if such officer's employment is terminated after a change
in control, the executive officer is entitled to receive an amount equal to the
greater of: (i) his then current annual base salary through November 15, 1996,
plus the amount of any unpaid bonus, incentive compensation, or other benefit
and credit for any accrued vacation to which he is entitled under his
Employment Agreement; or (ii) three times his then current annual base salary.
In either case, the executive officer is also entitled to receive three times
the average bonus or incentive compensation paid to such officer in respect of
the three

- 45 -
<PAGE> 53
fiscal years preceding his termination. Huntington will maintain for the
executive officer's benefit, until the earlier of two years from the officer's
termination of employment or the commencement of full-time employment with a
new employer, all health and welfare benefit plans and other specified benefits
which the officer was entitled to participate in or receive prior to his
termination. In the event the payments to be received by Messrs. Wobst, Sofia,
or Hoskins are subject to any federal or state excise tax, Huntington will pay
an additional amount to the executive officer such that the net amount retained
by the officer after payment of any such tax will be equal to the amount which
such officer was entitled to receive before application of such taxes.

The Executive Agreement for Mr. G. Williams provides that, if a change
in control of Huntington occurs and the executive officer makes a good faith
determination within three years after such change in control that such
officer's employment status or responsibilities has been materially and
adversely affected thereby or if such officer's employment is terminated within
three years after a change in control, the executive officer is entitled to
receive an amount equal to three times his then current annual base salary plus
three times the average bonus or incentive compensation paid to such officer in
respect of the three fiscal years preceding his termination. Adjustments to
these payments will be made if the officer attains his normal retirement date
within three years of the termination of his employment. In addition,
Huntington will maintain for the executive officer's benefit, until the earlier
of two years from the officer's termination of employment, the commencement of
full-time employment with a new employer, or the attainment of such officer's
normal retirement date, all health and welfare benefit plans and other
specified benefits to which the officer was entitled prior to his termination.
Any payment which the officer would otherwise be entitled to receive will be
reduced or eliminated to the extent the payment is determined to be
nondeductible by Huntington for federal income tax purposes under applicable
provisions of the Internal Revenue Code.

The Executive Agreements provide that Huntington will pay the cost of
legal counsel for an executive officer in the event such officer is required to
enforce any of the rights granted under his Executive Agreement through
litigation or other legal action. An Executive Agreement will terminate if the
employment of the executive officer terminates prior to a change in control of
Huntington. Under the Comprehensive Thrift and Bank Fraud Prosecution and
Taxpayer Recovery Act of 1990, the Federal Deposit Insurance Corporation has
the authority to limit or prohibit payments contingent upon the termination of
an individual's affiliation with Huntington, but only if Huntington is
insolvent, has been placed in conservatorship or receivership, or is determined
by the Board of Governors of the Federal Reserve System to be a troubled
financial institution.

TRANSACTIONS WITH DIRECTORS AND OFFICERS

Some of the directors and executive officers of Huntington are
customers of Huntington's affiliated financial and lending institutions and
have transactions with such affiliates in the ordinary course of business.
Directors and executive officers of Huntington also may be affiliated with
entities which are customers of Huntington's affiliated financial and lending
institutions and which enter into transactions with such affiliates in the
ordinary course of business. Transactions with directors, executive officers,
and their affiliates have been on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the time for
comparable transactions with others and did not involve more than the normal
risk of collectibility or present other unfavorable features.

OWNERSHIP OF HUNTINGTON COMMON STOCK

As of November 8, 1995, no person was known by Huntington to be the
beneficial owner of more than 5% of the outstanding shares of Huntington Common
Stock, except as follows:

- 46 -
<PAGE> 54
<TABLE>
<CAPTION>
SHARES OF
NAME AND ADDRESS COMMON PERCENT OF
OF BENEFICIAL OWNER STOCK OWNED CLASS
-------------------------------------- ----------------- ----------------
<S> <C> <C>
The Huntington Trust Company,
National Association
Huntington Center
41 South High Street
Columbus, Ohio 43287 13,873,534(1) 10.10%
<FN>
- -----------------------

(1) These shares are held in various fiduciary capacities in the ordinary
course of business under numerous trust relationships by The Huntington
Trust Company, National Association (the "Trust Company") and affiliated
financial institutions. As fiduciary, or by agreement with the affiliated
fiduciary, the Trust Company has the sole or shared power to vote and/or
dispose of most of these shares; with respect to some of the shares, the
sole or shared power to vote and/or dispose may be retained by an
affiliated financial institution as fiduciary. The Trust Company or one of
its affiliates has sole power to dispose of 1,311,411 of these shares,
shared power to dispose of 1,801,423 of these shares, sole power to vote
3,849,340 of these shares, and shared power to vote 9,578,213 of these
shares.
</TABLE>

The following table sets forth the beneficial ownership of
Huntington's Common Stock by each of Huntington's directors, and each of the
executive officers named in the Summary Compensation Table, and the directors
and executive officers as a group as of September 30, 1995. Consummation of
the Merger will not have an effect on the number of shares of Huntington Common
Stock owned by such directors, executive officers, and group.

<TABLE>
<CAPTION>
SHARES OF COMMON PERCENT OF
NAME OF BENEFICIAL OWNER STOCK OWNED(1) CLASS
---------------------------------------- --------------- ------------
<S> <C> <C>
Don M. Casto, III . . . . . . . . . . . 119,685 (2) 0.09%
Don Conrad . . . . . . . . . . . . . . 742,383 (2) 0.55%
Judith D. Fisher . . . . . . . . . . . 64,201 (2)(3) 0.05%
John B. Gerlach . . . . . . . . . . . . 1,103,004 (2) 0.82%
W. Lee Hoskins . . . . . . . . . . . . 209,616 (3) 0.16%
Wm. J. Lhota . . . . . . . . . . . . . 24,679 (2) 0.02%
Gerald E. Mayo . . . . . . . . . . . . 52,198 (2) 0.04%
George A. Skestos . . . . . . . . . . . 7,817 0.01%
Lewis R. Smoot, Sr . . . . . . . . . . 42,096 (2) 0.03%
Timothy P. Smucker . . . . . . . . . . 43,630 (2) 0.03%
Zuheir Sofia . . . . . . . . . . . . . 550,734 (2)(3) 0.41%
Gerald R. Williams . . . . . . . . . . 126,940 (3) 0.09%
William J. Williams . . . . . . . . . . 83,201 (2) 0.06%
Frank Wobst . . . . . . . . . . . . . . 1,234,185 (2)(3) 0.91%
Directors and Executive Officers
as a Group (24 in group) . . . . . . . 4,924,685 (2)(3) 3.63%
<FN>
- -------------------------
(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares reported.
(2) Includes 1,681; 114,565; 1,092; 196,325; 1,545; 2,124; 2,623; 18,372; 801;
and 45,362 shares of Common Stock owned by members of the immediate
families of Messrs. Casto and Conrad, Ms. Fisher, and Messrs. Gerlach,
Mayo, Smoot, Smucker, Sofia, W. Williams, and Wobst, respectively; 6,747
shares of Common Stock owned by the WACO Oil Co., Inc. Pension Plan, of
which Mr. Conrad is an administrator; 1,971 shares of Common Stock owned by

</TABLE>

- 47 -
<PAGE> 55
Ms. Fisher's nephew for which Ms. Fisher is custodian; 232,606 shares of
Common Stock owned by the Gerlach Foundation Inc., of which Mr. Gerlach is
trustee; 21,748 shares of Common Stock owned by Lehrs, Inc., of which Mr.
Gerlach is a director and officer; 10,419 shares of Common Stock owned
jointly by Mr. Lhota and his spouse; 14,437 shares of Common Stock owned by
The Smoot Corporation, of which Mr. Smoot is an officer; and 295,590 shares
of Common Stock reported as owned by individuals included in directors and
executive officers as a group, as to which the respective directors and
executive officers have disclaimed beneficial ownership.

(3) Includes 12,624 shares for Ms. Fisher, 169,796 shares for Mr.
Hoskins, 184,974 shares for Mr. Sofia, 84,558 shares for Mr. G. Williams,
517,946 shares for Mr. Wobst, and 1,138,801 shares of Common Stock for all
executive officers as a group which could have been acquired under stock
options exercisable within 60 days of September 30, 1995.

DESCRIPTION OF HUNTINGTON COMMON STOCK

The authorized capital stock of Huntington consists of 200,000,000
shares of Common Stock, of which 134,516,340 shares were issued and outstanding
as of September 30, 1995, and 6,617,808 shares of serial preferred stock,
without par value ("Huntington Preferred Stock"), none of which was issued and
outstanding as of September 30, 1995. The Board of Directors of Huntington is
entitled to issue, from time to time, without further shareholder action, the
authorized Huntington Preferred Stock in one or more series and to fix and
determine the relative rights and preferences of each such series of Huntington
Preferred Stock. Such determination may include, with respect to any series,
the dividend rate, the terms and conditions of redemption, liquidation value,
voting powers, conversion rights, and such other relative, participating,
optional, or special rights, qualifications, limitations, or restrictions as
the Board of Directors may determine.

Subject to the rights of holders of Huntington Preferred Stock that
may be issued and outstanding from time to time, holders of Huntington Common
Stock are entitled to receive such dividends as may be declared by the Board of
Directors and to share ratably in the assets available for distribution upon
liquidation. There are no cumulative voting rights, preemptive rights,
conversion rights, redemption provisions, or sinking fund provisions with
respect to Huntington Common Stock. Holders of Huntington Common Stock are
entitled to one vote per share on all matters presented to Huntington's
shareholders. All presently outstanding shares of Huntington Common Stock are,
and all such shares that will be issued in the Merger will be at the Effective
Time, fully paid and non-assessable.

Huntington initiated a common stock repurchase program in August 1987.
In April 1995, Huntington's Board of Directors authorized a continuation of
this program and the additional purchase of up to 10.5 million shares of
Huntington Common Stock by means of open market purchases and privately
negotiated transactions. The shares of Huntington Common Stock purchased under
this repurchase program are reserved for reissue as required by the terms of
Huntington's dividend reinvestment, director and employee stock purchase, stock
option, and other benefit plans, as well as for other corporate purposes. At
September 30, 1995, approximately 5.8 million shares of Huntington Common Stock
(as adjusted for stock splits and stock dividends) were remaining to be
repurchased under this program.

RIGHTS PLAN

In 1990, the Board of Directors of Huntington entered into the Rights
Agreement, which was amended on August 16, 1995. Pursuant to the Rights
Agreement, each Huntington shareholder received one "Right" for each
outstanding share of Huntington Common Stock held by that shareholder. In
addition, Huntington has and will continue to issue one Right with each
newly-issued share of Huntington Common Stock so that each outstanding share of
Huntington Common Stock (including the shares of Huntington Common Stock to be
to issued to Lakeland shareholders in connection with the Merger) will have a
Right attached.

The Rights currently have no value, are represented by the
certificates evidencing Huntington Common Stock, and until the Distribution
Date (as defined below), trade only with such stock. The Rights will separate
from the Huntington Common Stock and become exercisable only if a person or
group ("Acquiror") acquires beneficial ownership of 10% or more of the
outstanding Huntington Common Stock or announces a tender offer that would
result in ownership of 10% or more of the outstanding Huntington Common Stock
(the "Distribution Date"). The Rights Agreement provides that, at the
Distribution Date, each Right will entitle the holder to purchase for $80, as
adjusted from time to time for stock dividends, stock splits, and other changes
in capitalization (the "Exercise Price"), one one-hundredth of a share of
Series A Junior

- 48 -
<PAGE> 56
Participating Stock of Huntington (the "Series A Preferred Shares"). Each such
fractional Series A Preferred Share is intended to be the practical equivalent
of one share of Huntington Common Stock.

In the event an Acquiror acquires 10% or more of the then outstanding
shares of Huntington Common Stock (the "Triggering Event"), each Right held by
the Acquiror (or any affiliate or associate thereof) will become null and void
and each Right held by all other Huntington shareholders will entitle its
holder to purchase for the Exercise Price that number of Huntington Series A
Preferred Shares having a value (based upon the market value of Huntington
Common Stock at the time of the Triggering Event) equal to twice the Exercise
Price. In the event Huntington is acquired in a merger or other business
combination or a significant portion of its assets are sold, leased, exchanged,
or otherwise transferred to (i) a publicly traded Acquiror, each Right will
entitle its holder to purchase, for the Exercise Price, that number of shares
of the Acquiror which at the time of the transaction would have a market value
of twice the Exercise Price, or alternatively, (ii) an Acquiror that is not a
publicly traded corporation, each Right will entitle its holder to purchase,
for the Exercise Price, at such holder's option, (a) that number of shares of
the Acquiror (or, at such holder's option, of the surviving corporation in such
acquisition, which could be Huntington) which at the time of the transaction
would have a book value of twice the Exercise Price, or (b) if such Acquiror
has an affiliate that has publicly traded common shares, that number of common
shares of such affiliate which at the time of the transaction would have a
market value of twice the Exercise Price.

The number of Series A Preferred Shares or other securities or
property issuable upon exercise of a Right, and the Exercise Price are subject
to adjustment upon the occurrence of certain events including, for example, a
stock dividend or split payable in Huntington Common Stock or Series A
Preferred Shares. The number of Rights may also be adjusted upon the
occurrence of certain events including, for example, a reverse stock split.
The Rights are not exercisable until the Distribution Date and will expire on
August 16, 2005, unless earlier redeemed by Huntington. Huntington may redeem
the Rights for $.01 per Right under certain circumstances.

As with the super majority vote and control share provisions of
Maryland law, the Rights have certain anti-takeover effects. See "EFFECT OF
THE MERGER ON SHAREHOLDERS' RIGHTS - SPECIAL VOTING REQUIREMENTS FOR CERTAIN
TRANSACTIONS." The Rights may cause substantial dilution to a person or group
that attempts to acquire Huntington, except pursuant to an offer conditioned on
the Rights being redeemed or a substantial number of Rights being acquired.
The Rights, however, should not interfere with any merger or other business
combination approved by the Huntington Board of Directors due to the Board's
ability to redeem the Rights. Huntington's Board recognizes that a takeover
might in some circumstances be beneficial to Huntington's shareholders.
Neither the Rights Plan nor the Maryland law provisions described above are
designed to preclude an acquisition of Huntington, but rather will give the
Huntington Board of Directors adequate opportunity to evaluate whether an
acquisition offer is in the best interest of Huntington and to protect its
shareholders from coercive acquisition methods.

DIVIDENDS AND PRICE RANGE OF HUNTINGTON COMMON STOCK

Huntington Common Stock is traded on the Nasdaq National Market under
the symbol "HBAN". As of September 30, 1995, Huntington had 31,745
shareholders of record. The following table sets forth the cash dividends
declared and the high and low last sale prices for Huntington Common Stock on
the Nasdaq National Market during the periods indicated. The dividends and
price ranges have been adjusted to reflect stock dividends and stock splits, as
appropriate.

- 49 -
<PAGE> 57
<TABLE>
<CAPTION>
PRICE RANGE
DIVIDENDS -------------------------
PER SHARE HIGH LOW
--------- ------- -------
<S> <C> <C> <C>
1993:
First Quarter $0.12 $18 1/4 $14 7/8
Second Quarter 0.14 19 1/4 16 1/2
Third Quarter 0.15 21 18 5/8
Fourth Quarter 0.15 20 3/8 15 1/2

1994:
First Quarter $0.15 $18 3/8 $16 7/8
Second Quarter 0.15 21 1/8 17
Third Quarter 0.19 20 5/8 17 1/4
Fourth Quarter 0.19 18 15 7/8

1995:
First Quarter $0.19 $18 1/8 $16 1/8
Second Quarter 0.19 20 1/8 17 1/8
Third Quarter 0.20 23 5/8 20 1/4
Fourth Quarter (through
November 15, 1995) . . . 0.20 24 1/8 22 3/8
</TABLE>

On August 24, 1995, the last trading day prior to the public
announcement of the proposed Merger, the high and low sales prices per share of
Huntington Common Stock on the Nasdaq National Market were $21.875 and $21.50,
respectively. On November 15, 1995, such prices were $23.875 and $23.750,
respectively.

Huntington has declared regular cash dividends on Huntington Common
Stock in each quarter since Huntington was organized in 1966. The Board of
Directors of Huntington presently intends to continue to consider the payment
of regular quarterly cash dividends on Huntington Common Stock. The amount and
timing of any future dividends will depend upon the earnings of Huntington and
its subsidiaries, their financial condition, need for funds, and other relevant
factors. See "GOVERNMENT REGULATION - DIVIDEND RESTRICTIONS" and NOTES 9 AND
21 OF HUNTINGTON'S NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

PROPERTIES

The headquarters of Huntington and its lead subsidiary, The Huntington
National Bank, are located in the Huntington Center, a 37 story office building
located in Columbus, Ohio. Of the building's total office space available,
Huntington occupies approximately 30 percent. The original lease term is 25
years, expiring in 2009, with renewal options for up to 50 years. There is no
purchase option. The Huntington National Bank is a limited partner in the
entity that owns the building. In addition to these headquarters, Huntington's
other major properties consist of a 13 story and a 12 story office building,
both of which are located adjacent to the Huntington Center; a 21 story office
building, known as the Huntington Building, located in Cleveland, Ohio; The
Huntington Mortgage Company's building, located in the greater Columbus area;
an office complex located in Troy, Michigan; and several data processing and
operations centers located throughout Ohio. Of these properties, Huntington
owns the 12 story and 13 story office buildings, The Huntington Mortgage
Company building, the building in Troy, Michigan, and the operations centers
located in Cleveland and Columbus, Ohio. All of the other major properties are
held under long-term leases.

- 50

<PAGE> 58
LEGAL PROCEEDINGS

In the ordinary course of business, there are various legal
proceedings pending against Huntington and its subsidiaries. The aggregate
liabilities, if any, arising from such proceedings would not have a material
adverse effect on Huntington's consolidated financial position.

PEOPLES BANK OF LAKELAND

GENERAL

Lakeland is a Florida state chartered bank which has operated
continuously since February 19, 1931. Lakeland conducts a general commercial
banking business in Lakeland, Florida, and surrounding areas of Polk County,
emphasizing the banking needs of individuals and small- to medium-sized
businesses. In addition to its principal office, Lakeland has nine full-service
branches in Lakeland, Florida, each of which includes a 24- hour automated
teller machine ("ATM"). As of September 30, 1995, Lakeland had 303 full-time
equivalent employees.

Lakeland offers the full range of deposit services that are typically
available in banks and savings associations of its size, including checking
accounts, savings accounts, and various other time deposits, ranging from money
market deposit accounts to longer-term certificates of deposit. Lakeland's
transaction accounts and time certificates are tailored to Lakeland's principal
market area at competitive rates. All deposit accounts are insured by the FDIC
to the maximum amount permitted by law. Lakeland solicits its accounts from
individuals, businesses, and governmental authorities.

Lakeland offers a full range of short- to medium-term commercial,
personal, real estate, real estate development, and residential loans.
Commercial loans include both secured and unsecured loans for working capital
(including inventory and receivables), business expansion (including acquisition
of real estate and improvements), and purchases of equipment and machinery.
Consumer loans include secured and unsecured loans for financing automobiles,
home improvements, education, and personal investments. Lakeland also offers
residential mortgage loans.

Lakeland provides personal trust services to its customers through its
trust department. These services include estate administration, trusteeship of
all types of trusts, investment services, custodial services, and safekeeping
services. Lakeland has no common or collective funds. Other services include
safe deposit boxes, travelers checks, direct deposit of payroll and social
security checks, and automatic draft payments for various accounts. Lakeland is
a member of the HONOR and CIRRUS networks, which provide ATM services to bank
customers in major cities worldwide. Lakeland also offers VISA(R) and
MasterCard(R) credit cards to its customers through a third-party vendor.

COMPETITION

The banking business is highly competitive and many of Lakeland's
competitors are larger than Lakeland, have greater financial, managerial,
technological, and other resources than Lakeland, and are able to provide a
broader range of products and services than Lakeland. Lakeland has the largest
market share (in terms of deposits) in Polk County, Florida, its primary service
area. Other financial institutions in the area consist of four major holding
company banks, one thrift institution that has agreed to be acquired by Barnett
Banks, Inc., and branches of two out-of-town community banks. Several credit
unions and other businesses offering financial products and services also
operate in the area. Service, including responsiveness to customers needs, and
rates are the primary methods of competition used by Lakeland.

- 51 -
<PAGE> 59
DESCRIPTION OF PROPERTY

Lakeland owns the real estate properties it occupies with the
exception of a ground lease for the Searstown Branch. The real estate where
the offices are located consist of the following:
<TABLE>
<CAPTION>
ADDRESS YEAR OPENED DESCRIPTION

<S> <C> <C>
Main Bank - Downtown 1964 and 1990 119,040 square foot building
115 South Missouri Avenue and 480 square foot drive
Lakeland, Florida 33801 through facility

Southside Branch 1977 10,856 square foot building
4828 South Florida Avenue
Lakeland, Florida 33813

Edgewood Branch 1977 4,050 square foot building
2150 East Edgewood Drive
Lakeland, Florida 33803

Searstown Branch 1977 2,282 square foot building
908 East Parker street
Lakeland, Florida 33801

North Lakeland Branch 1980 2,842 square foot building
6711 Highway 98 North
Lakeland, Florida 33809

East Lakland Branch 1982 2,976 square foot building
435 South Combee road
Lakeland, Florida 33801

Harden Boulevard Branch 1983 4,224 square foot building
1515 Harden Boulevard
Lakeland, Florida 33803

Cleveland Heights Branch 1984 3,149 square foot building
3333 Cleveland Heights Boulevard
Lakeland, Florida 33803

Carpenter's Home Branch 1986 4,556 square foot building
1075 Carpenter's Way
Lakeland, Florida 33809

Oakbridge Centre Branch 1988 5,106 square foot building
1215 Drane Field Road
Lakeland, Florida 33813
</TABLE>

LEGAL PROCEEDINGS

Lakeland does not have any legal proceedings pending other than
routine litigation incidental to its business activities, none of which is
expected to have, individually or in the aggregate, a material adverse effect on
Lakeland.

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<PAGE> 60
PRINCIPAL AND MANAGEMENT SHAREHOLDERS

The following table sets forth (i) the name and address of the persons
known by Lakeland to beneficially own more than 5% of the outstanding shares of
Lakeland Common Stock and the name of each of Lakeland's directors and
executive officers whose cash compensation exceeds $100,000; (ii) the number and
percent of shares of Lakeland Common Stock owned by each such person and by all
directors and executive officers of Lakeland as a group as of November 15,
1995; and (iii) the estimated number of shares of Huntington Common Stock each
such person or group is expected to receive as a result of the Merger (assuming
that such persons do not exercise their appraisal rights), calculated by
multiplying the number of shares of Lakeland Common Stock beneficially owned by
such person or group by the Estimated Share Exchange Ratio of 150 shares of
Huntington Common Stock for each share of Lakeland Common Stock.
<TABLE>
<CAPTION>
SHARES OF
LAKELAND COMMON STOCK HUNTINGTON
------------------------------ COMMON STOCK
SHARES BENEFICIALLY PERCENT EXPECTED TO BE
NAME OF BENEFICIAL OWNER OWNED(1) OWNED BENEFICIALLY OWNED(2)
- ------------------------------------------------------ ------------------- -------- -------------------
<S> <C> <C> <C>
E.V. McClurg
Chairman of the Board
115 South Missouri Avenue
Lakeland, Florida 33802-1607 10,456 (3) 34.85% 1,568,400

E. C. McClurg Revocable
Living Trust dated 8/10/89
115 South Missouri Avenue
Lakeland, Florida 33802-1607 7,039 (4) 23.46% 1,055,850

Leonora G. McClurg Trust
dated 5/11/88
115 South Missouri Avenue
Lakeland, Florida 33802-1607 4,394 (5) 14.65% 659,100

SunTrust Banks, Inc.
P.O. Box 4418, Center 633
Atlanta, Georgia 30302 4,475 14.92% 671,250

Ralph Blalock
President and Director 12 (6) .04% 1,800

Alton B. Bennett
Director 69 (7) .23% 10,350

Jim Cather, Jr.
Director 10 .03% 1,500

James P. Hahn
Director 10 .03% 1,500

Alan R. Hart
Director 1,188 (8) 3.96% 178,200

Charles H. Jenkins, Sr.
Director 100 (9) .33% 15,000

Reva P. McClurg
Director 7,524 (10) 25.08% 1,128,600

All Directors and Executive Officers
as a group (8 in group) 12,330 41.10% 1,849,000
</TABLE>
- -----------------------
(1) Under applicable SEC regulations, shares are considered to be
beneficially owned by a person as of a particular date if such person either (i)
directly or indirectly has or shares the power to vote or dispose of the shares,
whether or not such person has any economic interest in the shares, or (ii) has
the right to acquire such shares

- 53 -
<PAGE> 61
within 60 days of the particular date. Unless otherwise indicated, the
named beneficial owner has sole voting and dispositive power with
respect to the shares reported. Under such rules, more than one person
may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which
he or she may disclaim any beneficial ownership. Accordingly, directors
and officers are named as beneficial owners of shares as to which they
may disclaim any beneficial ownership.

(2) In each case, the number of shares of Huntington Common Stock indicated
is less than 1% of the number of shares of Huntington Common Stock that
would be issued and outstanding at the Effective Date of the Merger.

(3) Includes 7,039 shares of Lakeland Common Stock held in the E.C. McClurg
Revocable Living Trust, for which Mr. McClurg serves as co-trustee,
3,395 shares of Lakeland Common Stock held in the E.V. McClurg Living
Trust, for which Mr. McClurg serves as trustee, and 22 shares of Lakeland
Common Stock held in the E.V. McClurg Profit Sharing Plan Trust, for
which Lakeland serves as trustee and which Mr. McClurg has the power to
vote.

(4) E.V. McClurg and Reva P. McClurg, who is the widow of the late E.C.
McClurg and also a director, serve as co-trustees.

(5) Lakeland serves as trustee.

(6) Includes 10 shares of Lakeland Common Stock held in the Ralph Blalock IRA
and 2 shares held of record jointly by Ralph Blalock and his wife
Patricia C. Blalock.

(7) Shares of Lakeland Common Stock are held of record jointly by Alton B.
Bennett and his wife, Dorothy D. Bennett.

(8) Shares of Lakeland Common Stock are held in the Alan R. Hart Living
Trust, for which Mr. Hart serves as trustee.

(9) Shares of Lakeland Common Stock are held in the Charles H. Jenkins, Sr.
Living Trust, for which Mr. Jenkins serves as trustee.

(10) Includes 7,039 shares of Lakeland Common Stock held in the E.C. McClurg
Revocable Living Trust, for which Mrs. McClurg serves as co-trustee, and
485 shares of Lakeland Common Stock held in the Reva P. McClurg Living
Trust, for which Mrs. McClurg serves as trustee.

MARKET FOR LAKELAND COMMON STOCK AND RELATED SHAREHOLDER MATTERS

There is no active trading market for Lakeland Common Stock, although
transactions do occur from time to time. To the knowledge of Lakeland
management, all transactions in Lakeland Common Stock are negotiated on a
private basis and quotations for such stock are not published.

Lakeland has paid an annual dividend totalling $110.00 per share of
Lakeland common Stock outstanding for each of the last three fiscal years, and
intends to pay the same amount in 1995. The Merger Agreement limits the
dividends payable by Lakeland prior to the Effective Date, but, among other
things, permits the payment of the $110 per share dividend in 1995. The
dividend is normally declared at the December Board of Directors meeting, and
is payable on January 1, to shareholders of record on December 15. See
"GOVERNMENT REGULATION - DIVIDEND RESTRICTIONS".

- 54 -
<PAGE> 62
GOVERNMENT REGULATION

To the extent that the following information describes statutory or
regulatory provisions, it is qualified in its entirety by reference to such
statutory or regulatory provisions.
GENERAL

As a registered bank holding company, Huntington is subject to the
supervision of the Federal Reserve Board and is required to file with the
Federal Reserve Board reports and other information regarding its business
operations and the business operations of its subsidiaries. Huntington is also
subject to examination by the Federal Reserve Board and required to obtain
Federal Reserve Board approval prior to acquiring, directly or indirectly,
ownership or control of voting shares of any bank, if, after such acquisition,
it would own or control more than 5 percent of any class of the voting stock of
such bank. In addition, pursuant to federal law and regulations promulgated by
the Federal Reserve Board, Huntington may only engage in, or own or control
companies that engage in, activities deemed by the Federal Reserve Board to be
so closely related to banking as to be a proper incident thereto. Prior to
engaging in most new business activities, Huntington must obtain approval from
the Federal Reserve Board. Huntington previously owned three savings
associations. However, as of July 14, 1995, Huntington ceased to own any such
savings institutions, and accordingly has deregistered with the Office of
Thrift Supervision as a savings and loan holding company.

The bank subsidiaries of Huntington have deposits insured by the Bank
Insurance Fund (the "BIF") of the Federal Deposit Insurance Corporation (the
"FDIC"), and are subject to supervision, examination, and regulation by the
OCC, if a national bank, or by state banking authorities and either the FDIC or
the Federal Reserve Board, if a state-chartered bank. Certain deposits of
certain of Huntington's bank subsidiaries were acquired from savings
associations and are insured by the Savings Association Insurance Fund.
Huntington's nonbank subsidiaries are also subject to supervision, examination,
and regulation by the Federal Reserve Board and examination by applicable
federal and state banking agencies. Lakeland's deposits are insured by the BIF
of the FDIC and it is subject to supervision, examination, and regulation by
the FDIC and by the Florida Department. In addition to the impact of federal
and state supervision and regulation, Huntington and Lakeland are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy. Supervision, regulation, and examination of Lakeland and Huntington
and its subsidiaries by the bank regulatory agencies are intended primarily
for the protection of depositors rather than the shareholders of Lakeland,
Huntington, or its subsidiaries.

HOLDING COMPANY STRUCTURE

The depository institution subsidiaries of Huntington are subject to
affiliate transaction restrictions under federal law which limit the transfer
of funds by the subsidiary banks to their respective parents and any nonbank
subsidiaries of the parent, whether in the form of loans, extensions of credit,
investments or asset purchases. Such transfers by any subsidiary bank to its
parent corporation or to any nonbank subsidiary of the parent are limited in
amount to 10 percent of the institution's capital and surplus and, with respect
to such parent and all such nonbank subsidiaries of the parent, to an aggregate
of 20 percent of any such institution's capital and surplus. Furthermore, such
loans and extensions of credit are required to be secured in specified amounts.
In addition, all affiliate transactions must be conducted on terms and under
circumstances that are substantially the same as such transactions with
unaffiliated entities. Under applicable regulations, at September 30, 1995,
approximately $171.4 million was available for loans to Huntington from its
subsidiary banks.

The Federal Reserve Board has a policy to the effect that a bank
holding company is expected to act as a source of financial and managerial
strength to each of its subsidiary banks and to commit resources to support
each such subsidiary bank. Under the source of strength doctrine, the Federal
Reserve Board may require a bank holding company to make capital injections
into a troubled subsidiary bank, and may charge the bank holding company with
engaging in unsafe and unsound practices for failure to commit resources to
such a subsidiary bank. This capital injection may be required at times when
Huntington may not have the resources to provide it. Any loans by a holding
company to

- 55 -
<PAGE> 63
any of its subsidiary banks are subordinate in right of payment to
deposits and to certain other indebtedness of such subsidiary bank. Moreover,
in the event of a bank holding company's bankruptcy, any commitment by such
holding company to a federal bank regulatory agency to maintain the capital of
a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.

In 1989, the United States Congress passed comprehensive financial
institutions legislation known as the Financial Institutions Reform, Recovery,
and Enforcement Act ("FIRREA"). Among other things, FIRREA established a new
principle of liability on the part of depository institutions insured by the
FDIC for any losses incurred by, or reasonably expected to be incurred by, the
FDIC after August 9, 1989, in connection with (i) the default of a commonly
controlled FDIC-insured depository institution, or (ii) any assistance provided
by the FDIC to a commonly controlled FDIC-insured depository institution in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
in the absence of regulatory assistance. Accordingly, in the event that any
insured bank subsidiary of Huntington causes a loss to the FDIC, other bank
subsidiaries of Huntington could be required to compensate the FDIC by
reimbursing to it the amount of such loss, and such reimbursement could cause a
loss of Huntington's investments in such subsidiaries. These provisions do not
affect Lakeland.

Federal law permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital stock has become impaired, by
losses or otherwise, to relieve a deficiency in such national bank's capital
stock. This statute also provides for the enforcement of any such pro rata
assessment of shareholders of such national bank to cover such impairment of
capital stock by sale, to the extent necessary, of the capital stock of any
assessed shareholder failing to pay the assessment. Similarly, the laws of
certain states provide for such assessment and sale with respect to the
subsidiary banks chartered by such states. Huntington, as the sole shareholder
of its subsidiary banks, is subject to such provisions. Moreover, under
legislation that became effective August 10, 1993, the claims of a receiver of
an insured depository institution for administrative expenses and the claims of
holders of deposit liabilities of such an institution are accorded priority
over the claims of general unsecured creditors of such an institution in the
event of liquidation or other resolution of such institution. As a result of
such legislation, claims of a receiver for administrative expenses and claims
of holders of deposit liabilities of Huntington's depository subsidiaries
(including the FDIC, as subrogee of such holders) would receive priority over
the holders of notes and other senior debt of such subsidiaries in the event of
liquidation or other resolution, and over the interests of Huntington as sole
shareholder of its subsidiaries.

DIVIDEND RESTRICTIONS

Dividends from subsidiary banks are a significant source of funds for
payment of dividends to Huntington's shareholders. There are, however,
statutory limits on the amount of dividends a depository institution subsidiary
can pay to its parent without regulatory approval.

National banks may not pay a dividend in an amount greater than such
bank's undivided profits. In addition, the prior approval of the OCC is
required for the payment of a dividend by a national bank if the total of all
dividends declared by the bank in a calendar year would exceed the total of its
net income for the year combined with its retained net income for the two
preceding years. Under these provisions and in accordance with the
above-described formula, Huntington's subsidiary banks could, without
regulatory approval, declare dividends to Huntington in 1995 of approximately
$224.0 million plus an additional amount equal to their net income during 1995.

Florida state banks may declare dividends up to the sum of current
period net profits and retained net profits of the preceding two years;
provided, however, that, with regulatory approval, dividends may also be
declared from net profits accrued prior to the preceding two years. Before
declaring any dividend on common stock, however, a Florida state bank must
carry 20% of net profits for the dividend period to its surplus fund, until
such fund at least equals the common and preferred stock issued and
outstanding. No dividend may be declared if current year net income combined
with retained net income from the preceding two years is a loss or if the
dividend would cause the bank's capital accounts to fall below any regulatory
minimum. Under applicable guidelines, Lakeland could, without regulatory
approval, declare dividends in 1995 of approximately $12.1 million plus an
additional amount equal to its net income

- 56 -
<PAGE> 64
during 1995. Any such dividends are limited by the need to maintain adequate
capital. See "GOVERNMENT REGULATION - CAPITAL REQUIREMENTS."

If, in the opinion of the applicable regulatory authority, a bank
under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of the bank,
could include the payment of dividends), such authority may require, after
notice and hearing, that such bank cease and desist from such practice. The
Federal Reserve Board, the OCC, and the FDIC have issued policy statements
which provide that insured banks and bank holding companies should generally
only pay dividends out of current operating earnings.

FDIC INSURANCE

The level of deposit insurance premiums affects the profitability of
subsidiary banks and thus the potential flow of dividends to parent companies.
The FDIC has the authority to raise the insurance premiums for institutions in
the BIF to a level necessary to achieve a target reserve level of 1.25 percent
of insured deposits within not more than 15 years. Changes in the fundamental
features of the system of assessing insurance premiums are also possible. In
October 1994, the FDIC issued an advance notice of proposed rule making seeking
public comment on a possible redefinition of the base on which insurance
premiums are calculated. Such redefinition could have a significant effect on
individual institutions. In addition, the FDIC has the authority to impose
special assessments in certain circumstances. See "GOVERNMENT REGULATION -
DIVIDEND RESTRICTIONS."

Under the risk-based insurance assessment system that became
effective January 1, 1994, the FDIC places each insured depository institution
in one of nine risk categories based on its level of capital and other relevant
information (such as supervisory evaluations). See "GOVERNMENT REGULATION -
CAPITAL REQUIREMENTS." From that date until May 31, 1995, assessment rates for
deposit insurance premiums ranged from 0.23 percent to 0.31 percent, depending
on the assessment category into which the insured institution was placed. On
August 8, 1995, the FDIC approved a rule widening the range for BIF insured
institutions to 0.04 percent for banks in the best risk classification to 0.31
percent for banks in the riskiest classification, effective when the 1.25
percent target reserve level for the BIF was attained.

Subsequently, on September 5, 1995, the FDIC announced that the 1.25
percent target reserve level had been reached at the end of May 1995 and that
premium refunds would be made to banks for over-payments on assessment
installments paid through June 30, 1995. These refunds were made in late
September 1995. On November 14, 1995, the FDIC further announced that
assessments in 1996 would be reduced to zero for banks in the best risk
classification and to a maximum of 0.27 percent for banks in the riskiest
classification. Banks with zero rates will still be obligated to pay a
statutory $2,000 annual assessment. In addition, various proposals are
currently under consideration in the Congress to authorize or require the FDIC
to rebate premium payments to banks in the event that, notwithstanding the zero
rate, reserves accumulate in excess of the 1.25 percent target reserve level.
Huntington's insured depository subsidiaries, and Lakeland, are subject to the
risk-based assessment system.

Legislative proposals are also under consideration in Congress for
recapitalization of the SAIF, the FDIC fund that insures deposits in savings
associations, to bring it to the same 1.25 percent target reserve level as
applies to the BIF. These proposals generally involve the imposition of a
special assessment on all savings associations, as well as on so-called Oakar
banks, i.e., banks that have acquired deposits of savings associations by
merger, branch purchase, or otherwise. It is expected that the SAIF
recapitalization legislation, when enacted, will contain some relief for Oakar
banks from the amount of assessments payable compared to those of savings
associations, but the degree of such relief is not known at present.
Huntington has at various times acquired deposits of savings associations and
will be subject as an Oakar bank to whatever special assessment is enacted in
the SAIF recapitalization legislation. Huntington does not expect that the
effects of the SAIF recapitalization legislation will have a material
adverse affect on its financial statements.

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<PAGE> 65
CAPITAL REQUIREMENTS

The Federal Reserve Board has issued risk-based capital ratio and
leverage ratio guidelines for bank holding companies such as Huntington.
Lakeland and all of Huntington's depository institution subsidiaries are
subject to substantially similar capital requirements adopted by applicable
regulatory agencies. The risk-based capital ratio guidelines establish a
systematic analytical framework that makes regulatory capital requirements more
sensitive to differences in risk profiles among financial institutions, takes
off-balance sheet exposures into explicit account in assessing capital
adequacy, and minimizes disincentives to holding liquid, low-risk assets.
Under the guidelines and related policies, bank holding companies and banks
must maintain capital sufficient to meet both a risk-based asset ratio test and
leverage ratio test on a consolidated basis. The risk-based ratio is
determined by allocating assets and specified off-balance sheet commitments
into four weighted categories, with higher weighting being assigned to
categories perceived as representing greater risk. A financial institution's
capital is then divided by total risk-weighted assets to yield the risk-based
ratio. The leverage ratio is determined by relating core capital (as described
below) to total assets adjusted as specified in the guidelines.

Generally, under the applicable guidelines, the financial
institution's capital is divided into two tiers. "Tier 1", or core capital,
includes common equity, noncumulative perpetual preferred stock (excluding
auction rate issues) and minority interests in equity accounts of consolidated
subsidiaries, less goodwill and, with certain limited exceptions, all other
intangible assets. Bank holding companies, however, may include cumulative
perpetual preferred stock in their Tier 1 capital, up to a limit of 25 percent
of such Tier 1 capital. "Tier 2", or supplementary capital, includes, among
other things, cumulative and limited-life preferred stock, hybrid capital
instruments, mandatory convertible securities, qualifying subordinated debt,
and the allowance for loan losses, subject to certain limitations. "Total
capital" is the sum of Tier 1 and Tier 2 capital.

The Federal Reserve Board and the other federal banking regulators
require that all intangible assets, with certain exceptions, be deducted from
Tier 1 capital. Under the Federal Reserve Board's rules, the only types of
intangible assets that may be included in (i.e., not deducted from) a bank
holding company's capital are originated mortgage servicing rights ("OMSRs"),
readily marketable purchased mortgage servicing rights ("PMSRs"), and purchased
credit card relationships ("PCCRs"), provided that, in the aggregate, the total
amount of OMSRs, PMSRs and PCCRs included in capital does not exceed 50
percent of Tier 1 capital. PCCRs are subject to a separate sublimit of 25
percent of Tier 1 capital. The amount of OMSR/PMSRs and PCCRs that a bank
holding company may include in its capital is limited to the lesser of (i) 90
percent of such assets' fair market value (as determined under the guidelines),
or (ii) 100 percent of such assets' book value, each determined quarterly.
Identifiable intangible assets (i.e., intangible assets other than goodwill)
other than OMSR/PMSRs and PCCRs, including core deposit intangibles, acquired
on or before February 19, 1992 (the date the Federal Reserve Board issued its
original proposal for public comment), generally will not be deducted from
capital for supervisory purposes, although they will continue to be deducted
for purposes of evaluating applications filed by bank holding companies.

Under the risk-based guidelines, financial institutions are required
to maintain a risk-based ratio of 8 percent, of which 4 percent must be Tier 1
capital. The appropriate regulatory authority may set higher capital
requirements when an institution's particular circumstances warrant.

Under the leverage guidelines, financial institutions that meet
certain specified criteria, including excellent asset quality, high liquidity,
low interest rate exposure, and the highest regulatory rating, are required to
maintain a minimum leverage ratio of 3 percent. Financial institutions not
meeting these criteria are required to maintain a leverage ratio which exceeds
3 percent by a cushion of at least 100 to 200 basis points.

The guidelines also provide that financial institutions experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels.
Furthermore, the Federal Reserve Board's guidelines indicate that the Federal
Reserve Board will continue to consider a "tangible Tier 1 leverage ratio" in
evaluating proposals for expansion or new activities. The tangible Tier 1
leverage ratio is the ratio of an institution's Tier 1 capital, less all
intangibles, to total assets, less all intangibles.

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<PAGE> 66
Failure to meet applicable capital guidelines could subject the
financial institution to a variety of enforcement remedies available to the
federal regulatory authorities, including limitations on the ability to pay
dividends, the issuance by the regulatory authority of a capital directive to
increase capital, and the termination of deposit insurance by the FDIC, as well
as to the measures described under "FEDERAL DEPOSIT INSURANCE CORPORATION
IMPROVEMENT ACT OF 1991" as applicable to undercapitalized institutions.

As of September 30, 1995, the Tier 1 risk-based ratio, total
risk-based ratio, and total assets leverage ratio for Huntington and Lakeland
were as follows:

<TABLE>
<CAPTION>
HUNTINGTON
--------------------------
PRO
REQUIREMENT HISTORICAL FORMA (1) LAKELAND
----------- ---------- --------- --------
<S> <C> <C> <C> <C>
Tier 1 Risk-Based Ratio . . . . . . 4.00% 8.46% 7.91% 43.34%
Total Risk-Based Ratio . . . . . . 8.00% 12.17% 11.58% 44.39%
Tier 1 Leverage Ratio . . . . . . . 3.00% 6.96% 6.40% 16.08 %
- ------------------
<FN>
(1) Includes Huntington and Lakeland on a pro forma combined basis.
</TABLE>

As of September 30, 1995, all of Huntington's bank subsidiaries and
Lakeland had capital in excess of all applicable requirements.

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991

In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
regulatory and funding provisions of the Federal Deposit Insurance Act and made
revisions to several other federal banking statutes.

Among other things, FDICIA requires federal banking regulatory
authorities to take "prompt corrective action" with respect to depository
institutions that do not meet minimum capital requirements. For these
purposes, FDICIA established five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized,"
and "critically undercapitalized."

The various federal banking regulatory agencies have adopted
regulations to implement the prompt corrective action provisions of FDICIA.
Among other things, the regulations define the relevant capital measures for
the five capital categories. An institution is deemed to be "well capitalized"
if it has a total risk-based capital ratio of 10 percent or greater, a Tier 1
risk-based capital ratio of 6 percent or greater, and a Tier 1 leverage ratio
of 5 percent or greater and is not subject to a regulatory order, agreement, or
directive to meet and maintain a specific capital level for any capital
measure. An institution is deemed to be "adequately capitalized" if it has a
total risk-based capital ratio of 8 percent or greater, a Tier 1 risk-based
capital ratio of 4 percent or greater, and, generally, a Tier 1 leverage ratio
of 4 percent or greater and the institution does not meet the definition of a
"well capitalized" institution. An institution that does not meet one or more
of the "adequately capitalized" tests is deemed to be "undercapitalized". If
the institution has a total risk-based capital ratio that is less than 6
percent, a Tier 1 risk-based capital ratio that is less than 3 percent, or a
leverage ratio that is less than 3 percent, it is deemed to be "significantly
undercapitalized". Finally, an institution is deemed to be "critically
undercapitalized" if it has a ratio of tangible equity (as defined in the
regulations) to total assets that is equal to or less than 2 percent.

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a cash dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized institutions are subject to
growth limitations and are required to submit a capital restoration plan. If
any depository institution subsidiary is required to submit a capital
restoration plan, its parent

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<PAGE> 67
company would be required to provide a limited guarantee regarding compliance
with the plan as a condition of approval of such plan by the appropriate
federal banking agency. If an undercapitalized institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized institutions may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock
to become adequately capitalized, requirements to reduce total assets, and
cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions may not, beginning 60 days after becoming
critically undercapitalized, make any payment of principal or interest on their
subordinated debt. In addition, critically undercapitalized institutions are
subject to appointment of a receiver or conservator within 90 days of becoming
critically undercapitalized.

Under FDICIA, a depository institution that is not well capitalized is
generally prohibited from accepting brokered deposits and offering interest
rates on deposits higher than the prevailing rate in its market. Huntington
expects that the FDIC's brokered deposit rule will not adversely affect the
ability of its depository institution subsidiaries to accept brokered deposits.
Under the regulatory definition of brokered deposits, as of September 30, 1995,
Huntington's bank subsidiaries had brokered deposits of $27.5 million, compared
to $56.7 million as of December 31, 1994. Lakeland does not have brokered
deposits.

FDICIA, as amended, directs that each federal banking regulatory
agency prescribe standards, by regulation or guideline, for depository
institutions relating to internal controls, information systems, internal
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset quality, earnings, and stock valuation. The Federal
Reserve Board and the OCC have adopted regulations in the form of guidelines
covering most of these items, and other federal banking regulatory agencies are
expected to adopt identical regulations shortly. Huntington believes that the
regulations and guidelines will not have a material effect on the operations of
its depository institution subsidiaries.

OTHER DEVELOPMENTS

The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994, enacted in September 1994, provides for nationwide interstate banking and
branching. Under the law, interstate acquisitions of banks or bank holding
companies in any state by bank holding companies in any other state became
permissible one year after enactment, i.e., on September 29, 1995. Interstate
branching and consolidations of existing bank subsidiaries in different states
will be permissible beginning June 1, 1997. The permissibility of
consolidations and branching may be accelerated by "opt-ins" by individual
states. A state may also, until June 1, 1997, adopt legislation to "opt-out"
of interstate branching and consolidations, but in that event the state's own
banks become ineligible to branch into, or consolidate their operations, in
other states.

The Riegle Community Development and Regulatory Improvement Act of
1994, also enacted in September 1994, made several changes in existing law
affecting bank holding companies, including a reduction in the minimum
post-approval antitrust review waiting period for depository institution
mergers and acquisitions, and the substitution of a notice for an application
when a bank holding company proposes to engage in, or acquire a company to
engage in, nonbank activities.

EXPERTS

The consolidated financial statements of Huntington at December 31,
1994 and 1993, and for each of the three years in the period ended December 31,
1994, appearing in this Proxy Statement/Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

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<PAGE> 68
The financial statements of Lakeland as of December 31, 1994 and 1993,
and for each of the two years in the period ended December 31, 1994, appearing
in this Proxy Statement/Prospectus and Registration Statement have been audited
by Carter, Belcourt & Atkinson, P.A., independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

LEGAL OPINIONS

The validity of the Huntington Common Stock to be issued to Lakeland
shareholders pursuant to the Merger and certain other legal matters in
connection with the Merger will be passed upon for Huntington by Porter,
Wright, Morris & Arthur, Columbus, Ohio. As of September 30, 1995, members of
such firm participating in the representation of Huntington on this matter
beneficially owned an aggregate of 19,808 shares of Huntington Common Stock.
Certain legal matters in connection with the Merger will be passed on for
Lakeland by Alston & Bird, Atlanta, Georgia.

OTHER MATTERS

As of the date of this Proxy Statement/Prospectus, management of
Lakeland knows of no business other than that described in this Proxy
Statement/Prospectus that will come before the Special Meeting. Should any
other matters properly come before the Special Meeting, the proxy in the
enclosed form confers upon the person or persons designated to vote the shares
discretionary authority to vote the same with respect to any such other matter
in accordance with their judgment.

- 61 -
<PAGE> 69

<TABLE>
INDEX TO FINANCIAL INFORMATION

<CAPTION> Page
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS OF HUNTINGTON

Report of Ernst & Young LLP, Independent Auditors . . . . . . . . . . . . . . . . . . . . F-1

Consolidated Balance Sheets as of December 31, 1994 and 1993 . . . . . . . . . . . . . . . F-2

Consolidated Statements of Income for the Years Ended
December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Consolidated Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Notes to Consolidated Financial Statements - December 31, 1994 . . . . . . . . . . . . . . F-6

Management's Discussion and Analysis of Financial Condition and
Results of Operations - December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . F-19

Consolidated Average Balances and Interest Rates (Annual Data) . . . . . . . . . . . . . . F-35

Consolidated Balance Sheets as of September 30, 1995 and 1994 . . . . . . . . . . . . . . F-37

Consolidated Statements of Income for the Periods Ended
September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-38

Consolidated Statements of Changes in Shareholders' Equity for the
Periods Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . F-39

Consolidated Statements of Cash Flows for the Periods Ended
September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-40

Notes to Consolidated Financial Statements - September 30, 1995 . . . . . . . . . . . . . F-41

Management's Discussion and Analysis of Financial Condition and
Results of Operations - September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . F-45

FINANCIAL STATEMENTS OF LAKELAND

Report of Carter, Belcourt & Atkinson, P.A. . . . . . . . . . . . . . . . . . . . . . . . F-54

Statements of Condition as of December 31, 1994 and 1993 . . . . . . . . . . . . . . . . F-55

Statements of Income for the Years Ended
December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . F-56

Statements of Stockholders' Equity for the Years Ended
December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . F-57
</TABLE>

- 62 -
<PAGE> 70

<TABLE>
<S> <C>
Statements of Cash Flows for the Years Ended
December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . F-58

Notes to Financial Statements - December 31, 1994 . . . . . . . . . . . . . . . . . . . . F-59

Statements of Condition as of September 30, 1995 and 1994 . . . . . . . . . . . . . . . . F-69

Statements of Income for the Periods Ended
September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-70

Statements of Changes in Stockholders' Equity for the
Periods Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . F-71

Statements of Cash Flows for the Periods Ended
September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-72

Notes to Financial Statements - September 30, 1995 . . . . . . . . . . . . . . . . . . . . F-73

Management's Discussion and Analysis of Financial Condition and
Results of Operations - December 31, 1994, and September 30, 1995 . . . . . . . . . . F-74
</TABLE>

- 63 -

<PAGE> 71
REPORT OF INDEPENDENT AUDITORS

Board of Directors And Shareholders
Huntington Bancshares Incorporated

We have audited the accompanying consolidated balance sheets of Huntington
Bancshares Incorporated and Subsidiaries as of December 31, 1994 and 1993, and
the related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Huntington
Bancshares Incorporated and Subsidiaries at December 31, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.

/s/ Ernst & Young LLP

Columbus, Ohio
January 11, 1995

F-1
<PAGE> 72
CONSOLIDATED BALANCE SHEETS

- --------------------------------------------------------------------------------
Huntington
Bancshares
Incorporated
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(IN THOUSANDS OF DOLLARS) DECEMBER 31, 1994 1993
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks ...................................................... $ 885,327 $ 704,007
Interest bearing deposits in banks ........................................... 3,059 12,610
Trading account securities ................................................... 9,427 21,964
Federal funds sold and securities purchased under resale agreements .......... 5,329 41,072
Mortgages held for sale ...................................................... 138,997 1,032,338
Securities available for sale -- at fair value in 1994; fair value in
1993 of $3,947,751 ......................................................... 3,304,493 3,840,064
Investment securities -- fair value $474,147 and $373,567, respectively ...... 475,692 359,345
Total loans .................................................................. 12,264,436 10,953,928
Less allowance for loan losses ............................................. 200,492 211,835
------------ ------------
Net loans .................................................................... 12,063,944 10,742,093
------------ ------------
Premises and equipment ....................................................... 288,793 290,218
Customers' acceptance liability .............................................. 53,883 48,603
Accrued income and other assets .............................................. 541,696 526,393
------------ ------------
TOTAL ASSETS ................................................................. $ 17,770,640 $ 17,618,707
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits
Non-interest bearing ....................................................... $ 2,169,095 $ 2,068,515
Interest bearing ........................................................... 2,646,785 2,808,951
Savings deposits ............................................................. 2,227,406 2,716,553
Certificates of deposit of $100,000 or more .................................. 605,763 674,349
Other domestic time deposits ................................................. 3,909,061 3,412,685
Foreign time deposits ........................................................ 406,957 363,637
------------ ------------
Total deposits ............................................................. 11,965,067 12,044,690
------------ ------------
Short-term borrowings ........................................................ 2,898,201 3,195,463
Bank acceptances outstanding ................................................. 53,883 48,603
Long-term debt ............................................................... 1,214,052 762,310
Accrued expenses and other liabilities ....................................... 227,617 243,004
------------ ------------
Total Liabilities .......................................................... 16,358,820 16,294,070
------------ ------------
Shareholders' equity
Preferred stock -- authorized 6,617,808 shares; none outstanding
Common stock -- without par value; authorized 200,000,000 shares;
issued and outstanding -- 131,119,504 and 104,410,737 shares, respectively 912,318 902,107
Less 904,739 and 608,032 treasury shares, respectively ..................... (16,577) (15,290)
Capital surplus ............................................................ 215,084 216,168
Net unrealized losses on securities available for sale ..................... (63,289) --
Retained earnings .......................................................... 364,284 221,652
------------ ------------
Total Shareholders' Equity ................................................. 1,411,820 1,324,637
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................................... $ 17,770,640 $ 17,618,707
============ ============
</TABLE>

See notes to consolidated financial statements.

F-2
<PAGE> 73
CONSOLIDATED STATEMENTS OF INCOME

- --------------------------------------------------------------------------------
Huntington
Banchsares
Incorporated
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED DECEMBER 31,

1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Interest and fee income
Loans ............................................. $ 975,604 $ 896,932 $ 872,308
Investment securities
Taxable ......................................... 17,849 173,247 233,676
Tax-exempt ...................................... 13,663 20,268 20,155
Securities available for sale ..................... 180,745 81,548 11,043
Mortgages held for sale ........................... 25,886 60,188 55,076
Trading account ................................... 716 413 1,137
Other ............................................. 5,258 3,715 8,891
------------ ------------ ------------
TOTAL INTEREST INCOME ........................... 1,219,721 1,236,311 1,202,286
------------ ------------ ------------
Interest expense
Deposits .......................................... 294,780 317,545 409,798
Short-term borrowings ............................. 106,646 89,444 72,967
Long-term debt .................................... 62,245 33,122 22,081
------------ ------------ ------------
TOTAL INTEREST EXPENSE ............................ 463,671 440,111 504,846
------------ ------------ ------------
NET INTEREST INCOME ............................... 756,050 796,200 697,440
------------ ------------ ------------
Provision for loan losses ........................... 15,284 79,294 81,562
------------ ------------ ------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 740,766 716,906 615,878
------------ ------------ ------------
Total non-interest income ........................... 235,360 305,778 250,139
Total non-interest expense .......................... 609,652 658,893 632,582
------------ ------------ ------------
INCOME BEFORE INCOME TAX EXPENSE .................. 366,474 363,791 233,435
Provision for income taxes .......................... 123,881 126,879 72,389
------------ ------------ ------------
NET INCOME ........................................ $ 242,593 $ 236,912 $ 161,046
============ ============ ============
PER COMMON SHARE(1)
Net income ........................................ $ 1.87 $ 1.85 $ 1.27
Cash dividends .................................... $ .72 $ .60 $ .50
AVERAGE COMMON SHARES OUTSTANDING ................... 129,723,581 128,313,640 126,425,920
</TABLE>
See notes to consolidated financial statements.

(1) Restated for the five-for-four stock split distributed in July 1994.

F-3

<PAGE> 74
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Huntington
Bancshares
Incorporated
- --------------------------------------------------------------------------------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NET UNREALIZED
COMMON COMMON TREASURY TREASURY CAPITAL GAINS (LOSSES) RETAINED
SHARES STOCK SHARES STOCK SURPLUS ON SECURITIES EARNINGS TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE -- JANUARY 1, 1992 ............. 77,197 $ 634,031 (509) $ (9,018) $ 203,062 $ 190,235 $1,018,310
Net income ............................. 161,046 161,046
Cash dividends declared
($.50 per share) ..................... (52,423) (52,423)
Stock options exercised ................ 280 4,957 (1,655) (1,078) 2,224
Five-for-four stock split .............. 15,497 (72) (115) (115)
Treasury shares purchased .............. (900) (19,149) (19,149)
Treasury shares sold:
Shareholder dividend
reinvestment plan .................. 357 6,830 483 (31) 7,282
Employee stock purchase plan ......... 541 10,311 1,144 11,455
Change in valuation allowance
for marketable equity securities ..... 141 141
Pre-merger transactions of pooled
banks ................................ 1,046 732 9,569 (9,403) 898
------- ---------- ------ ---------- ---------- ---------- ---------- ----------
BALANCE -- DECEMBER 31, 1992 ............ 93,740 634,763 (303) (6,069) 212,603 -- 288,372 1,129,669
------- ---------- ------ ---------- ---------- ---------- ---------- ----------
Stock issued for acquisitions .......... 1,972 42,052 42,052
Net income ............................. 236,912 236,912
Cash dividends declared ($.60 per
share) ............................... (68,064) (68,064)
Stock options exercised ................ 336 8,278 1,049 (6,897) 2,430
10% stock dividend ..................... 8,479 224,544 (18) (224,747) (203)
Treasury shares purchased .............. (1,447) (36,795) (36,795)
Treasury shares sold:
Shareholder dividend reinvestment
plan ............................... 408 9,561 353 (59) 9,855
Employee stock purchase plan ......... 416 9,735 691 (117) 10,309
Conversion of convertible notes ........ 36 346 346
Change in valuation allowance
for marketable equity securities ..... 1,098 1,098
Pre-merger transactions of pooled
banks ............................... 184 402 1,472 (4,846) (2,972)
------- ---------- ------ ---------- ---------- ---------- ---------- ----------
BALANCE -- DECEMBER 31, 1993 ............104,411 902,107 (608) (15,290) 216,168 -- 221,652 1,324,637
------- ---------- ------ ---------- ---------- ---------- ---------- ----------
Change in accounting method
for securities ....................... $ 65,548 1,624 67,172
Stock issued for acquisition ........... 573 9,842 1,318 24,984 (2,026) 32,800
Net income ............................. 242,593 242,593
Cash dividends declared
($.72 per share) ..................... (93,176) (93,176)
Stock options exercised ................ 290 6,625 775 (5,669) 1,731
Five-for-four stock split .............. 26,088 (160)
Treasury shares purchased .............. (3,537) (73,634) (73,634)
Treasury shares sold:
Shareholder dividend reinvestment
plan ............................... 1,159 26,635 30 (2,151) 24,514
Employee stock purchase plan ......... 633 14,103 137 (589) 13,651
Conversion of convertible notes ........ 48 369 369
Change in net unrealized gains (losses)
on securities available for sale ..... (128,837) (128,837)
------- ---------- ------ ---------- ---------- ---------- ---------- ----------
BALANCE -- DECEMBER 31, 1994 ............131,120 $ 912,318 (905) $ (16,577) $ 215,084 $ (63,289) $ 364,284 $1,411,820
======= ========== ====== ========== ========== ========== ========== ==========

<FN>
See notes to consolidated financial statements.
</TABLE>

F-4
<PAGE> 75
CONSOLIDATED STATEMENTS OF
CASH FLOWS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Huntington
Bancshares
Incorporated
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) YEAR ENDED DECEMBER 31, 1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income ............................................. $ 242,593 $ 236,912 $ 161,046
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for loan losses ............................ 15,284 79,294 81,562
Provision for other real estate ...................... (4,999) 1,051 52,253
Provision for depreciation and amortization .......... 84,215 127,459 76,856
Deferred income tax expense(benefit) ................. 57,329 (30,412) (26,014)
Decrease(increase) in trading account securities ..... 12,537 (20,681) 2,670
Decrease(increase) in mortgages held for sale ........ 893,341 (288,296) (99,768)
Net gains on sales of securities available for sale .. (2,481) (22,973) (19,174)
Net gains on calls and sales of investment securities (113) (4,216) (17,158)
(Increase)decrease in accrued income receivable ..... (247) 3,924 (13,817)
Net increase in other assets ......................... (54,963) (68,255) (67,016)
Decrease in accrued expenses ......................... (22,033) (8,775) (8,801)
Net (decrease)increase in other liabilities ......... (41,018) 54,532 13,612
Other ................................................ 565 3,413 1,893
----------- ----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES .......... 1,180,010 62,977 138,144
----------- ----------- -----------
INVESTING ACTIVITIES
Decrease(increase) in interest bearing deposits in banks 9,551 152,077 (103,504)
Proceeds from:
Maturities of investment securities .................. 32,923 308,654 615,928
Maturities of securities available for sale .......... 317,031 542,062 24,500
Calls of investment securities ....................... 53,104 -- --
Sales of investment securities ....................... -- 252,590 918,517
Sales and calls of securities available for sale ..... 2,316,843 2,306,111 991,360
Purchases of:
Investment securities ................................ (230,676) (239,164) (3,363,276)
Securities available for sale ........................ (2,146,362) (2,956,527) --
Net loan originations .................................. (1,187,428) (959,314) (736,814)
Proceeds from disposal of premises and equipment ....... 1,200 13,035 1,360
Purchases of premises and equipment .................... (25,938) (56,820) (22,986)
Proceeds from sales of other real estate ............... 44,484 24,169 23,698
Net cash received(paid) from purchase/sale of subsidiary 2,670 (10,201) 17,346
----------- ----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES ............... (812,598) (623,328) (1,633,871)
----------- ----------- -----------
FINANCING ACTIVITIES
(Decrease)increase in total deposits ................... (240,219) (300,206) 471,758
(Decrease)increase in short-term borrowings ............ (303,287) 517,008 911,969
Net proceeds from issuance of long-term debt ........... 475,000 560,961 332,417
Payment of long-term debt .............................. (26,415) (278,611) (114,578)
Dividends on common stock .............................. (68,662) (58,412) (45,256)
Acquisition of treasury stock .......................... (73,634) (36,795) (19,149)
Sales of treasury stock ................................ 13,651 10,309 11,455
Proceeds from exercise of stock options ................ 1,731 2,430 2,224
Pre-merger transactions of pooled banks ................ -- (2,972) (5,544)
----------- ----------- -----------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (221,835) 413,712 1,545,296
----------- ----------- -----------
CHANGE IN CASH AND CASH EQUIVALENTS ................ 145,577 (146,639) 49,569
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ..... 745,079 891,718 842,149
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR ........... $ 890,656 $ 745,079 $ 891,718
=========== =========== ===========
</TABLE>

NOTE: Huntington made interest payments of $451,694,000, $430,701,000, and
$510,830,000 in 1994, 1993, and 1992, respectively. Federal income tax
payments were $97,775,000 in 1994, $155,457,000 in 1993, and
$93,717,000 in 1992.

See notes to consolidated financial statements.

F-5
<PAGE> 76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. Accounting Policies

BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of Huntington Bancshares Incorporated (Huntington) and its
subsidiaries and are presented on the basis of generally accepted accounting
principles. All significant intercompany accounts and transactions have been
eliminated in consolidation.

Certain amounts in the prior year's financial statements have been
reclassified to conform with the 1994 presentation. The reclassifications had
no effect on net income.

SECURITIES: Effective January 1, 1994, Huntington adopted Statement of
Financial Accounting Standards No. 115 (FAS 115), "Accounting for Certain
Investments in Debt and Equity Securities". Debt securities that Huntington has
both the positive intent and ability to hold to maturity are classified as
investments and are carried at amortized cost. Securities purchased with the
intention of recognizing short-term profits are placed in the trading account
and carried at fair value. Securities not classified as investments or trading
are designated available-for-sale and carried at fair value. Unrealized gains
and losses on securities classified as available-for-sale are carried as a
separate component of shareholders' equity. Unrealized gains and losses on
securities classified as trading are reported in earnings. The amortized cost
of specific securities sold is used to compute the realized gain or loss at the
date of sale.

Prior to the adoption of FAS 115, if Huntington had the intent and the
ability at the time of purchase to hold securities until maturity or on a
long-term basis, they were classified as investment securities and reported at
amortized cost. Securities to be held for indefinite periods of time and not
intended to be held to maturity or on a long-term basis were considered held
for sale and carried at the lower of aggregate cost or market value, with
net unrealized losses reflected in earnings. Marketable equity securities were
also reported at the lower of aggregate cost or market value, with net
unrealized losses reflected as a reduction of shareholders' equity.

LOANS: Loans are stated at the principal amount outstanding, net of
unearned discount. Interest on loans is recognized primarily on the accrual
basis using the "simple interest" method. The accrual of interest income is
discontinued when the collection of principal, interest, or both is doubtful.
When interest accruals are suspended, interest income accrued in the current
period is reversed.

Huntington principally uses the financing method of accounting for lease
contracts. Under this method, a receivable is recorded for the total amount of
lease payments due; lease income, represented by the excess of the total
contract receivable plus estimated residual value of the leased asset over the
asset cost is recognized in decreasing amounts over the term of the contract,
resulting in a level rate of return on the outstanding principal.

Significant nonrefundable loan fees and certain loan origination costs are
being amortized over the commitment period and/or the term of the loan as an
adjustment to the yield.

ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses reflects
management's judgment as to the level considered appropriate to absorb
potential losses inherent in the portfolio. This judgment is based on a review
of individual loans, historical loss experience, economic conditions,
portfolio trends, and other factors. The allowance is increased by provisions
charged to earnings and reduced by charge-offs, net of recoveries.

OTHER REAL ESTATE: Other real estate, acquired through partial or total
satisfaction of loans, is included in other assets and carried at the lower of
cost or fair value. At the date of acquisition, any losses are charged to the
allowance for loan losses. Subsequent declines in fair value which are
considered permanent or realized losses from disposition of the property are
charged to the reserve for other real estate.

PREMISES AND EQUIPMENT: Premises and equipment are stated at cost, less
accumulated depreciation. Depreciation is computed principally by the
straight-line method over the estimated useful lives of the related assets.
Estimated useful lives employed are on average 30 years for premises and 3 to
10 years for equipment.

INCOME TAXES: The amounts provided for income taxes are based on the
amounts of current and deferred taxes payable (or refundable) at the date of
the consolidated financial statements. A deferred tax liability (or asset) is
recognized for temporary differences that will result in net taxable or
deductible amounts in future years when the temporary differences reverse.

MORTGAGE BANKING ACTIVITIES: Mortgages held for sale are valued at the
lower of cost or aggregate market value as determined by outstanding
commitments from investors. The cost of purchased mortgage servicing rights is
capitalized and amortized over the period of, and in proportion to, the related
net servicing income to be generated from the various servicing portfolios
acquired.

Huntington performs evaluations of capitalized servicing rights, including
excess servicing receivables arising from loans sold in the secondary market,
comparing amortized cost to the estimated value of the discounted future net
revenues on an aggregate basis. Adjustments to reduce amortized cost to
estimated fair value are recorded as direct reductions in carrying value and
are included in non-interest income or non-interest expense, as appropriate.

PURCHASE BUSINESS COMBINATIONS: Net assets of entities acquired in
transactions accounted for under the purchase method of accounting are recorded
at estimated fair value at the date of acquisition. The excess of cost over the
fair value of net assets acquired (goodwill) is being amortized over periods
ranging from 15 to 25 years. Core deposits and other identifiable acquired
intangible assets are amortized on an accelerated basis over their estimated
useful lives.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS: Off-balance sheet financial
instruments used for trading purposes are recorded in the balance sheet at fair
value as of the reporting date. Realized and unrealized changes in fair value
are recognized in net trading income in the period in which the changes occur.

Amounts receivable or payable under interest rate swap, interest rate
cap/floor and forward delivery agreements used in connection with Huntington's
asset/liability management activities are recognized as income or expense
according to the nature of the designated on-balance sheet financial assets and
liabilities. With the exception of

F-6
<PAGE> 77
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

forward delivery contracts, amounts accrued under these agreements are included
as a component of interest income or expense. Amounts receivable or payable on
forward delivery contracts, which are used exclusively to manage interest rate
risk on loans to be originated for resale in the secondary market, are included
in non-interest income along with related mortgage banking activities. Gains
and losses on qualifying hedges, consisting principally of interest rate
futures, are deferred and recognized in income or expense in the period the
hedged transaction occurs. Gains and losses from the early termination of
interest rate swaps and other asset/liability management positions for which
Huntington applies accrual accounting are also deferred and are amortized over
the remaining term of the original contracts.

CASH EQUIVALENTS: Cash equivalents are defined as "Cash and due from banks"
and "Federal funds sold and securities purchased under resale agreements."

EARNINGS PER SHARE: Per common share amounts have been calculated based
upon the weighted average number of common shares outstanding in each period,
as adjusted for the five-for-four stock split distributed in July 1994. The
dilutive effects of unexercised stock options are not significant.

- --------------------------------------------------------------------------------
2. RESTRICTIONS ON CASH AND DUE FROM BANKS

The bank and thrift subsidiaries of Huntington are required to maintain
reserve balances with the Federal Reserve Bank. During 1994, the average
balances were $133,012,738.

- --------------------------------------------------------------------------------
3. SECURITIES AVAILABLE FOR SALE

In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Huntington adopted the provisions of the new
standard for investments held as of or acquired after January 1, 1994. In
accordance with the Statement, prior period financial statements have not been
restated to reflect the change in accounting principle. The opening balance of
shareholders' equity was increased by $67,172,000 (net of $36,170,000 in
deferred income taxes) to reflect the net unrealized holding gains on
securities classified as available-for-sale previously carried at the lower of
amortized cost or market value.

Amortized cost, unrealized gains and losses, and fair values of securities
available for sale as of December 31, 1994 and 1993 were:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
UNREALIZED
---------------------
AMORTIZED GROSS GROSS FAIR
(IN THOUSANDS OF DOLLARS) COST GAINS LOSSES VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 1994
<S> <C> <C> <C> <C>
U.S. Treasury .............................................. $ 854,414 $ 475 $ 38,798 $ 816,091
Federal Agencies
Mortgage-backed securities ............................... 501,530 1,473 13,246 489,757
Other agencies ........................................... 1,744,122 805 44,498 1,700,429
---------- ---------- ---------- ----------
Total U.S. Treasury and agencies ......................... 3,100,066 2,753 96,542 3,006,277
---------- ---------- ---------- ----------
Other debt securities ...................................... 293,686 -- 1,894 291,792
Marketable equity securities ............................... 8,359 -- 1,935 6,424
---------- ---------- ---------- ----------
Total securities available for sale ................ $3,402,111 $ 2,753 $ 100,371 $3,304,493
========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
UNREALIZED
--------------------------
AMORTIZED GROSS GROSS FAIR
(IN THOUSANDS OF DOLLARS) COST GAINS LOSSES VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1993
U.S. Treasury .............................................. $1,988,945 $ 95,027 $ 6,348 $2,077,624
Federal Agencies
Mortgage-backed securities ............................... 146,055 8,096 4,958 149,193
Other agencies ........................................... 1,556,190 13,915 11 1,570,094
---------- ---------- ---------- ----------
Total U.S. Treasury and agencies ......................... 3,691,190 117,038 11,317 3,796,911
---------- ---------- ---------- ----------
Other debt securities ...................................... 140,506 2,084 122 142,468
Marketable equity securities ............................... 8,368 4 -- 8,372
---------- ---------- ---------- ----------
Total securities available for sale ................ $3,840,064 $ 119,126 $ 11,439 $3,947,751
========== ========== ========== ==========
</TABLE>

Amortized cost and fair values by contractual maturity at December 31, 1994
and 1993 were:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
AMORTIZED FAIR
(IN THOUSANDS OF DOLLARS) COST VALUE
- ---------------------------------------------------------------------------------
<S> <C> <C>
AT DECEMBER 31, 1994
Under 1 year ............................... $ 556,481 $ 551,937
1-5 years .................................. 1,281,983 1,254,657
6-10 years ................................. 1,084,241 1,043,878
Over 10 years .............................. 471,047 447,597
Marketable equity securities ............... 8,359 6,424
---------- ----------
Total ................................. $3,402,111 $3,304,493
========== ==========
AT DECEMBER 31, 1993
Under 1 year ............................... $ 130,828 $ 132,853
1-5 years .................................. 2,160,439 2,264,122
6-10 years ................................. 592,213 591,796
Over 10 years .............................. 948,216 950,608
Marketable equity securities ............... 8,368 8,372
---------- ----------
Total ................................. $3,840,064 $3,947,751
========== ==========
</TABLE>

Proceeds from sales of securities available for sale were $2,316,843,000,
$2,306,111,000, and $991,360,000 during 1994, 1993, and 1992, respectively.
Gross gains of $15,194,000, $25,894,000, and $19,284,000 were realized in 1994,
1993, and 1992, respectively. Gross losses totaled $12,713,000 in 1994,
$2,921,000 in 1993, and $110,000 in 1992.

- --------------------------------------------------------------------------------
4. INVESTMENT SECURITIES

Amortized cost, unrealized gains and losses, and fair values of investment
securities as of December 31, 1994 and 1993 were:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
UNREALIZED
----------------
AMORTIZED GROSS GROSS FAIR
(IN THOUSANDS OF DOLLARS) COST GAINS LOSSES VALUE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1994
U.S. Treasury ...................... $ 150 $ 150
Federal Agencies
Mortgage-backed securities ....... 8,313 $ 23 $ 53 8,283
Other agencies ................... 309,250 97 4,193 305,154
-------- -------- -------- --------
Total U.S. Treasury and agencies . 317,713 120 4,246 313,587
-------- -------- -------- --------
States and political subdivisions .. 153,649 3,996 1,335 156,310
Other securities ................... 4,330 -- 80 4,250
-------- -------- -------- --------
Total investment securities ...... $475,692 $ 4,116 $ 5,661 $474,147
======== ======== ======== ========
</TABLE>

F-7
<PAGE> 78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
4. INVESTMENT SECURITIES (CONTINUED)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
UNREALIZED
----------------
AMORTIZED GROSS GROSS FAIR
(IN THOUSANDS OF DOLLARS) COST GAINS LOSSES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1993
U.S. Treasury ...................... $ 150 -- -- $ 150
Federal Agencies
Mortgage-backed securities ....... 12,868 $ 576 -- 13,444
Other agencies ................... 81,448 1 -- 81,449
-------- -------- -------- --------
Total U.S. Treasury and agencies . 94,466 577 -- 95,043
-------- -------- -------- --------
States and political subdivisions .. 232,721 13,600 $ 137 246,184
Other securities ................... 32,158 195 13 32,340
-------- -------- -------- --------
Total investment securities ... $359,345 $ 14,372 $ 150 $373,567
======== ======== ======== ========
</TABLE>

Amortized cost and fair values by contractual maturity at December 31, 1994
and 1993 were:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
AMORTIZED FAIR
(IN THOUSANDS OF DOLLARS) COST VALUE
- ---------------------------------------------------------------------------------
<S> <C> <C>
AT DECEMBER 31, 1994
Under 1 year ............................. $ 58,019 $ 58,738
1-5 years ................................ 174,962 174,770
6-10 years ............................... 231,792 229,647
Over 10 years ............................ 10,919 10,992
-------- --------
Total .............................. $475,692 $474,147
======== ========
AT DECEMBER 31, 1993
Under 1 year ............................. $ 71,522 $ 73,097
1-5 years ................................ 130,909 140,526
6-10 years ............................... 111,007 112,887
Over 10 years ............................ 45,907 47,057
-------- --------
Total ............................... $359,345 $373,567
======== ========
</TABLE>

There were no sales of investment securities in 1994. Proceeds from sales
of investment securities were $252,590,000 and $918,517,000 during 1993 and
1992, respectively. Gross gains of $5,612,000, and $18,829,000 were realized in
1993 and 1992, respectively. Gross losses totaled $1,396,000 in 1993 and
$1,671,000 in 1992.

- --------------------------------------------------------------------------------
5. LOANS

At December 31, 1994 and 1993, loans were comprised of the following:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Commercial ....................................... $ 3,610,892 $ 3,434,738
Tax-free ......................................... 58,006 71,525
Real estate
Construction ................................... 304,769 337,585
Commercial ..................................... 1,378,398 1,214,575
Residential .................................... 1,624,367 1,470,242
Consumer (net of $11,651 and $15,858 unearned
discount, respectively) ........................ 4,641,946 3,943,666
Lease financing .................................. 646,058 481,597
----------- -----------
Total loans ................................. $12,264,436 $10,953,928
=========== ===========
</TABLE>

Huntington's subsidiaries have granted loans to its officers, directors,
and their associates. Such loans were made in the ordinary course of
business at the banking subsidiaries' normal credit terms, including interest
rate and collateralization, and do not represent more than the normal risk of
collection. These loans to related parties are summarized as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C>
Balance, beginning of year ................... $ 100,856 $ 108,594
Loans made ................................. 14,069 52,903
Repayments ................................. (21,066) (36,221)
Changes due to status of executive
officers and directors .................... 4,366 (24,420)
--------- --------
Balance, end of year ......................... $ 98,225 $ 100,856
========= =========
</TABLE>
- --------------------------------------------------------------------------------
6. ALLOWANCE FOR LOAN LOSSES

A summary of the transactions in the allowance for loan losses for the
three years ended December 31 follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of year ........... $ 211,835 $ 153,654 $ 134,770
Allowance of assets acquired ......... 1,393 11,241 513
Loan losses .......................... (46,122) (45,592) (75,655)
Recoveries of loans previously
charged off ......................... 18,102 13,238 12,464
Provision for loan losses ............ 15,284 79,294 81,562
--------- --------- ---------
Balance, end of year ................. $ 200,492 $ 211,835 $ 153,654
========= ========= =========
</TABLE>

In May 1993, the FASB issued Statement No. 114, "Accounting by Creditors
for Impairment of a Loan". This Statement applies to financial statements for
fiscal years beginning after December 15, 1994. It requires that impaired loans
be measured based upon the present value of expected future cash flows
discounted at the loan's effective interest rate or, as a practical expedient,
at the loan's observable market price or the fair value of the collateral if the
loan is collateral dependent. The adoption of this Statement, which will occur
in the first quarter of 1995, is not expected to have a material effect on
Huntington's consolidated financial statements.
- --------------------------------------------------------------------------------
7. PREMISES AND EQUIPMENT

At December 31, 1994 and 1993, premises and equipment stated at cost were
comprised of the following:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Land ........................................... $ 44,445 $ 43,614
Buildings ...................................... 215,708 197,071
Leasehold improvements ......................... 79,350 82,979
Equipment ...................................... 250,049 234,728
-------- --------
Total premises and equipment .............. 589,552 558,392
Less accumulated depreciation
and amortization ............................. 300,759 268,174
-------- --------
Net premises and equipment ..................... $288,793 $290,218
======== ========
</TABLE>

Depreciation and amortization charged to expense and rental income credited
to occupancy expense were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Occupancy expense .................... $11,382 $10,720 $10,011
Equipment expense .................... 16,588 16,399 14,052
------- ------- -------
Total depreciation
and amortization ................. $27,970 $27,119 $24,063
======= ======= =======
Rental income credited to
occupancy expense .................. $11,798 $12,264 $14,490
======= ======= =======
</TABLE>
F-8
<PAGE> 79
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
8. SHORT-TERM BORROWINGS

At December 31, 1994 and 1993, short-term borrowings were comprised of the
following:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Federal funds purchased and securities
sold under agreements to repurchase .......... $1,442,138 $2,164,752
Medium-term bank notes with original
maturities of less than one year ............. 624,000 --
Short-term bank notes .......................... 640,000 860,000
Commercial paper ............................... 50,987 97,392
Other .......................................... 141,076 73,319
---------- ----------
Total short-term borrowings .................... $2,898,201 $3,195,463
========== ==========
</TABLE>

Commercial paper is issued by Huntington Bancshares Financial Corporation,
a non-bank subsidiary with principal and interest guaranteed by Huntington
Bancshares Incorporated (Parent Company).

Huntington has the ability to borrow under a line of credit totaling
$200,000,000 to support commercial paper borrowings or other short-term working
capital needs. Under the terms of agreement, a quarterly fee must be paid and
there are no compensating balances required. The line is cancelable, by
Huntington, upon written notice and terminates September 30, 1997. There were
no borrowings under the line in 1994 and 1993.

Securities pledged to secure public or trust deposits, repurchase
agreements, and for other purposes were $1,696,674,000 and $1,628,248,000 at
December 31, 1994 and 1993, respectively.

- --------------------------------------------------------------------------------

9. LONG-TERM DEBT

At December 31, 1994 and 1993, long-term debt was comprised of the
following:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Notes, 7 5/8%, maturing in 2003, face value
$150,000,000 at December 31, 1994 and
1993, net of discount .......................... $ 149,450 $ 149,382
Notes, 7 7/8%, maturing in 2002, face value
$150,000,000 at December 31, 1994 and
1993, net of discount .......................... 148,994 148,866
Notes, 6 3/4%, maturing in 2003, face value
$100,000,000 at December 31, 1994 and
1993, net of discount .......................... 99,720 99,687
Debentures, 7 7/8%, retired in 1994 ............... -- 10,519
Debentures, 7 7/8%, retired in 1994 ............... -- 9,368
Medium Term Bank Notes, 4.13% to 6.55%
maturing in 1995 to 1997 ....................... 616,600 191,600
Medium Term Notes, 5.50% and 5.67%,
maturing in 1995 ............................... 50,000 --
Federal Home Loan Bank Notes, 4.23%
to 7.30%, maturing in 1995 to 1997 ............. 148,500 150,500
Other ............................................ 788 2,388
---------- ----------
Total long-term debt ............................. $1,214,052 $ 762,310
========== ==========
</TABLE>

HOLDING COMPANY OBLIGATIONS:

The 7 7/8% Notes are not redeemable prior to maturity in 2002 and do not
provide for any sinking fund.

The 7 7/8% Debentures due in 1997 and 1998 were redeemed at face value on
May 23, 1994 at the option of Huntington.

The Medium Term Notes were issued by Huntington in 1994 and are not
redeemable prior to their maturity in 1995.

SUBSIDIARY OBLIGATIONS:

The 7 5/8% Notes and the 6 3/4% Notes were both issued by The Huntington
National Bank in 1993. These Notes are not redeemable prior to maturity in 2003,
and do not provide for any sinking fund.

The Medium Term Bank Notes were issued by The Huntington National Bank in
1993 and 1994. These Notes are not redeemable prior to their maturity in 1995
through 1997.

The Federal Home Loan Bank Notes mature serially over the period beginning
February 1995 through November 1997. These advances cannot be prepaid without
penalty.

The terms of Huntington's long-term debt obligations contain various
restrictive covenants including limitations on the acquisition of additional
debt in excess of specified levels, dividend payments, and the disposition of
subsidiaries. As of December 31, 1994, Huntington was in compliance with all
such covenants.

The following table summarizes the maturities of Huntington's long-term
debt (excluding discounts).

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
YEAR (IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<S> <C>
1995 ................................................. $ 191,166
1996 ................................................. 567,362
1997 ................................................. 57,361
1998 ................................................. --
1999 ................................................. --
2000 and thereafter .................................. 400,000
-----------
1,215,889
Discount ............................................. (1,837)
-----------
Total ................................................ $ 1,214,052
===========
</TABLE>

- --------------------------------------------------------------------------------

10. OPERATING LEASES

At December 31, 1994, Huntington and its subsidiaries were obligated under
noncancelable leases for land, buildings, and equipment. Many of these leases
contain renewal options, and certain leases provide options to purchase the
leased property during or at the expiration of the lease period at specified
prices. Some leases contain escalation clauses calling for rentals to be
adjusted for increased real estate taxes and other operating expenses, or
proportionately adjusted for increases in the consumer or other price indices.

F-9
<PAGE> 80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
10. OPERATING LEASES (CONTINUED)

The following summary reflects the future minimum rental payments, by year,
required under operating leases that have initial or remaining noncancelable
lease terms in excess of one year as of December 31, 1994.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
YEAR (IN THOUSANDS OF DOLLARS)
- ------------------------------------------------------------------------
<S> <C>
1995 ..................................................... $ 22,156
1996 ..................................................... 18,860
1997 ..................................................... 15,285
1998 ..................................................... 13,491
1999 ..................................................... 13,107
2000 and thereafter ...................................... 137,741
--------
Total Minimum Payments ................................... $220,640
========
</TABLE>

Total minimum lease payments have not been reduced by minimum sublease
rentals of $69,531,000 due in the future under noncancelable subleases. The
rental expense for all operating leases, except those with terms of a month or
less, was $23,797,000 for 1994 compared with $22,141,000 in 1993 and $19,476,000
in 1992.

- --------------------------------------------------------------------------------

11. OFF-BALANCE SHEET TRANSACTIONS

In the normal course of business, Huntington is party to financial
instruments with varying degrees of credit and market risk in excess of the
amounts reflected as assets and liabilities in the consolidated balance sheet.
Loan commitments and letters of credit are commonly used to meet the financing
needs of customers, while interest rate swaps, futures, and caps/floors as well
as forward delivery contracts are an integral part of Huntington's
asset/liability management activities. To a much lesser extent, various
financial instrument agreements are entered into to assist customers in managing
their exposure to interest rate fluctuations. These customer agreements, for
which Huntington counters interest rate risk through offsetting third party
contracts, are considered trading activities.

The credit risk arising from loan commitments and letters of credit,
represented by their contract amounts, is essentially the same as that involved
in extending loans to customers, and both arrangements are subject to
Huntington's standard credit policies and procedures. Collateral is obtained
based on management's credit assessment of the customer and, for commercial
transactions, may consist of accounts receivable, inventory, income-producing
properties, and other assets. Residential properties are the principal form of
collateral for consumer commitments.

Notional values of interest rate swaps and other off-balance sheet
financial instruments significantly exceed the credit risk associated with these
instruments and represent contractual balances on which calculations of amounts
to be exchanged are based. Credit exposure is limited to the sum of the
aggregate fair value of positions that have become favorable to Huntington and
any accrued interest receivable due from counterparties. Potential credit losses
are minimized through careful evaluation of counterparty credit standing,
selection of counterparties from a limited group of high quality institutions,
collateral agreements, and other contract provisions. At December 31, 1994,
Huntington's credit risk from these off-balance sheet arrangements, including
trading activities, was approximately $62.4 million.

The contract or notional amount of financial instruments with off-balance
sheet risk at December 31, 1994 and 1993, is presented in the following table:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN MILLIONS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
CONTRACT AMOUNT REPRESENTS CREDIT RISK
Commitments to extend credit
Commercial ....................................... $2,672 $2,080
Consumer ......................................... 2,169 2,512
Other ............................................ 218 171
Standby letters of credit .......................... 416 360
Commercial letters of credit ....................... 137 148

NOTIONAL AMOUNT EXCEEDS CREDIT RISK
Asset/liability management activities
Interest rate swaps .............................. 6,840 6,902
Interest rate futures ............................ 16 503
Purchased interest rate caps ..................... 560 1,250
Purchased interest rate floors ................... 570 570
Forward delivery contracts ....................... 76 1,292
Trading activities
Interest rate swaps .............................. 303 323
Interest rate collars ............................ 217 41
Interest rate caps ............................... 114 147
Interest rate floors ............................. 66 61
</TABLE>

Commitments to extend credit generally have short-term, fixed expiration
dates, are variable rate, and contain clauses which permit Huntington to
terminate or otherwise renegotiate the contracts in the event of a significant
deterioration in the customer's credit quality. These arrangements normally
require the payment of a fee by the customer, the pricing of which is based on
prevailing market conditions, credit quality, probability of funding, and other
relevant factors. Since many of these commitments are expected to expire without
being drawn upon, the contract amounts are not necessarily indicative of future
cash requirements. The interest rate risk arising from these financial
instruments is insignificant as a result of their predominantly short-term,
variable rate nature.

Standby letters of credit are conditional commitments issued by
Huntington to guarantee the performance of a customer to a third party. These
guarantees are primarily issued to support public and private borrowing
arrangements, including commercial paper, bond financing, and similar
transactions. Most of these arrangements mature within two years. Approximately
60% of standby letters of credit are collateralized, and approximately 85% are
expected to expire without being drawn upon.

Commercial letters of credit represent short-term, self-liquidating
instruments which facilitate customer trade transactions and have maturities of
no longer than ninety days. These instruments are normally secured by the
merchandise or cargo being traded.

Interest rate swaps are agreements between two parties to exchange periodic
interest payments that are calculated on a notional principal amount.
Huntington enters into swaps to synthetically alter the repricing
characteristics of designated earning assets and interest bearing liabilities
and, on a much more limited basis, as an intermediary for customers. Because
only interest payments are exchanged, cash requirements of swaps are
significantly less than the notional amounts.

F-10
<PAGE> 81
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
At December 31, 1994, $3.9 billion of the swaps related to asset/liability
management activities provide for Huntington to receive a fixed rate of interest
and pay a variable rate based on the London inter-bank offered rate (LIBOR). For
approximately 38% of the receive fixed swaps, the notional amounts amortize
according to movements in market interest rates, principally Constant Maturity
U.S. Treasury Yields and LIBOR. Generally, as the applicable interest rate
indices increase, as they did throughout much of 1994, amortization of the
notional amounts occurs at a slower rate. Notional values of the remaining
receive fixed swaps and the entire $1.9 billion portfolio of pay fixed swaps,
for which Huntington receives LIBOR and pays a fixed rate of interest, do not
change during the lives of the contracts. Huntington also has basis swaps of $1
billion outstanding at December 31, 1994, which provide for both parties to
receive floating rates of interest according to different indices. These
contracts are used to protect against a potential narrowing in the spread
between the variable rates paid on certain interest rate swaps and the variable
rates of on-balance sheet financial instruments to which the swaps were
designated.

Interest rate futures and forward contracts are commitments to either
purchase or sell a financial instrument at a future date for a specified price
or yield and may be settled in cash or through delivery of the underlying
financial instrument. During the latter part of 1994, Huntington initiated a
program to sell futures contracts on Eurodollar deposits to hedge the risks of
certain LIBOR-based funding. Futures contracts were used for this purpose due to
their liquidity and credit risk advantages over swaps. Forward delivery
contracts, which are used by Huntington in connection with its mortgage banking
activities to reduce the exposure of fixed rate loan commitments to changing
interest rates, settle in cash at a specified future date based on the
differential between agreed interest rates applied to a notional amount. Forward
contracts generally have a greater degree of credit risk than futures as daily
cash settlements are not required.

Huntington also uses interest rate caps/floors to manage fluctuating
interest rates. Premiums paid for interest rate caps/floors grant Huntington the
right to receive at specified future dates the amount, if any, by which a
specified market interest rate exceeds the fixed cap rate or falls below the
fixed floor rate, applied to a notional amount. The purchased caps outstanding
at December 31, 1994, have an average remaining term of approximately two years.
The interest rate floors, which were purchased in September 1993 to protect
against mortgage loan prepayments, expired on January 1, 1995.

For more detailed information concerning off-balance sheet transactions,
refer to the "Interest Rate Risk Management" section of Management's Discussion
and Analysis.

- --------------------------------------------------------------------------------

12. LEGAL CONTINGENCIES

In the ordinary course of business, there are various legal proceedings
pending against Huntington and its subsidiaries. The aggregate liabilities, if
any, arising from such proceedings would not have a material adverse effect on
Huntington's consolidated financial position.

13. STOCK OPTION PLANS

Huntington has non-qualified and incentive stock option plans covering key
employees. Most recently, shareholders approved The Huntington Bancshares
Incorporated 1994 Stock Option Plan in April, 1994. Under this plan, as adjusted
for the five-for-four stock split distributed in July, 1994, a maximum of
7,500,000 shares of common stock may be optioned at prices not less than the
fair market value of the common stock at the date of grant. At December 31, 1994
and 1993, total options available for future grants under all stock option plans
were 8,313,741 and 1,411,359, respectively.

Huntington recognizes stock options when exercised by crediting
shareholders' equity for the cash option price paid by the optionee. No amounts
are charged or credited to income in connection with the stock option plans. All
outstanding options are considered common stock equivalents for purposes of
computing primary and fully-diluted earnings per share.

Activity in the plans for 1994 and 1993 is summarized as follows:

<TABLE>
<CAPTION>
SHARES
UNDER
OPTION PRICE RANGE
- --------------------------------------------------------------------------------
<S> <C> <C>
Outstanding at January 1, 1993 ............ 2,760,758 $ 2.75-$14.14
Granted ................................... 671,040 $ 9.73-$20.65
Exercised ................................. (846,739) $ 2.70-$14.14
Cancelled ................................. (9,205) $ 2.75-$20.65
--------- -------------
Outstanding at December 31, 1993 .......... 2,575,854 $ 2.70-$20.65
- --------------------------------------------------------------------------------
Exercisable at December 31, 1993 .......... 1,901,890 $ 2.70-$17.32
- --------------------------------------------------------------------------------

Outstanding at January 1, 1994 ............ 2,575,854 $ 2.70-$20.65
Granted ................................... 635,861 $20.55-$21.13
Exercised ................................. (532,931) $ 2.70-$17.32
Cancelled ................................. (41,590) $ 7.41-$21.13
--------- -------------
Outstanding at December 31, 1994 .......... 2,637,194 $ 2.75-$21.13
- --------------------------------------------------------------------------------
Exercisable at December 31, 1994 .......... 1,995,643 $ 2.75-$20.65
- --------------------------------------------------------------------------------
</TABLE>

14. EMPLOYEE BENEFIT PLANS

Huntington sponsors a non-contributory defined benefit pension plan
covering substantially all employees of Huntington and its subsidiaries. This
plan provides benefits based upon a percent of final average salary for each
year of service. The funding policy of Huntington is to contribute an annual
amount which is at least equal to the minimum funding requirements but not more
than that deductible under the Internal Revenue Code. Plan assets, held in
trust, primarily consist of marketable mutual funds.

F-11
<PAGE> 82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
14. EMPLOYEE BENEFIT PLANS (CONTINUED)

The following tables show the funded status of the plan at December 31,
1994 and 1993, the components of pension cost recognized in 1994, 1993, and
1992, and a summary of the key assumptions underlying the actuarial valuations.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation ........................ $ 64,496 $ 63,790
========= =========
Accumulated benefit obligation ................... $ 70,172 $ 69,714
========= =========
Projected benefit obligation ....................... $ 104,381 $ 113,305
Plan assets, at fair value ......................... 97,105 101,372
--------- ---------
Projected benefit obligation in excess
of plan assets ................................... 7,276 11,933
Unrecognized transition asset,
net of amortization .............................. 3,480 4,044
Unrecognized net gain .............................. 14,090 695
Unrecognized prior service cost .................... (1,776) (1,917)
--------- ---------
Accrued pension cost ............................... $ 23,070 $ 14,755
========= =========
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
NET PENSION COST INCLUDED THE
FOLLOWING COMPONENTS
Service cost-benefits earned
during the period ............. $ 10,604 $ 7,485 $ 6,937
Interest cost on projected
benefit obligation ............ 7,923 7,060 6,656
Net amortization and deferral ... (12,111) (1,292) 3,213
Actual loss (return) on
plan assets ................... 1,899 (7,448) (11,512)
-------- -------- --------
Net pension expense ............... $ 8,315 $ 5,805 $ 5,294
======== ======== ========

ACTUARIAL ASSUMPTIONS
Discount rate ................... 8.00% 7.00% 8.25%
Rate of salary increases ........ 5.00% 5.00% 6.00%
Long-term rate of return
on assets ..................... 8.75% 8.75% 8.75%
</TABLE>

Huntington also sponsors an unfunded Supplemental Executive Retirement
Plan, a non-qualified plan that provides certain key officers of Huntington and
its subsidiaries with defined pension benefits in excess of limits imposed by
federal tax law. At December 31, 1994, the projected benefit obligation for this
plan totaled $10,958,000, of which $3,974,000 was subject to later amortization.
The remaining $6,984,000 is included in other liabilities. At December 31, 1993,
the projected benefit obligation for this plan totaled $7,416,000 of which
$1,554,000 was subject to later amortization. The remaining $5,862,000 is
included in other liabilities. Pension costs for this plan were $1,188,000 in
1994, $971,000 in 1993, and $980,000 in 1992.

In addition to providing pension benefits, Huntington and its subsidiaries
provide certain health care and life insurance benefits to retired employees who
have attained the age of 55 and have at least 10 years of service. For any
employee retiring on or after January 1, 1993, Huntington's contribution is
based upon the employees' number of months of service and is limited to the
actual cost of coverage.

Effective January 1, 1993, Huntington adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Post-retirement
Benefits Other Than Pensions." The Statement requires that the expected cost of
providing post-retirement benefits be recognized in the financial statements
during the employees' active service period.

The post-retirement benefit plan is unfunded. Net periodic post-retirement
benefit cost for 1994 and 1993 included the following components:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Service cost ......................................... $1,458 $ 782
Interest cost ........................................ 2,853 2,095
Amortization of transition obligation ................ 1,261 1,261
Net amortization and deferral ........................ 722 --
------ ------
Net periodic post-retirement benefit cost ............ $6,294 $4,138
====== ======
</TABLE>

The following table sets forth the amounts recorded in the consolidated
balance sheets at December 31, 1994 and 1993:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Accumulated post-retirement benefit obligation:
Retirees ......................................... $ 20,426 $ 16,031
Fully eligible active plan participants .......... 7,045 6,187
Other active plan participants ................... 9,805 9,515
-------- --------
Total accumulated post-retirement
benefit obligation ........................... 37,276 31,733
Unrecognized net loss ............................ (1,352) (5,328)
Unrecognized prior service cost .................. (6,320)
Unrecognized transition obligation ............... (22,693) (23,954)
-------- --------
Accrued post-retirement benefit cost ........... $ 6,911 $ 2,451
======== ========
</TABLE>

The transition obligation totaled $25.2 million at January 1, 1993 and is
being amortized over 20 years. Prior to 1993, Huntington recognized the cost of
providing these benefits as incurred. Post-retirement health care benefits
charged to expense were $1,080,000 in 1992.

The weighted average discount rate used in determining the accumulated
post-retirement benefit obligation was 8.0% in 1994 and 7.0% in 1993. The 1994
health care trend rate was projected to be 11.5% for pre-65 participants and
9.5% for post-65 participants compared to 12.25% and 10.0% in 1993. These rates
are assumed to decrease gradually until they reach 5.5% in the year 2004 and
remain at that level thereafter. Increasing the assumed health care cost trend
rates by one percentage point in each year would increase the accumulated
post-retirement benefit obligation as of December 31, 1994, by $2.9 million and
the aggregate of the service and interest components of net periodic
post-retirement benefit cost for 1994 by $418,000.

Also in 1993, Huntington adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Post-employment Benefits." This
Statement requires the recognition of the cost to provide post-employment
benefits, such as long-term disability and unemployment benefits, on an accrual
basis. The accrued post-employment benefit obligation totaled $3.6 million at
December 31, 1994 and $3.5 million at December 31, 1993.

F-12
<PAGE> 83
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Huntington has a contributory employee stock purchase plan available to
eligible employees. Employee contributions of up to 6% of eligible compensation
are matched 75% by Huntington. Huntington may also make additional matching
contributions up to an additional 25% of employee contributions, at the
discretion of the Board of Directors. Eligible employees may contribute in
excess of 6% up to an additional 10% on an after tax basis. These additional
contributions are not matched by Huntington. The cost of providing this plan was
$8.2 million in 1994, $6.7 million in 1993, and $5.4 million in 1992.

The Huntington Supplemental Stock Purchase and Tax Savings Plan was adopted
in 1989. The plan is a non-qualified plan created to allow senior officers,
whose contributions to the stock purchase plan are limited by federal tax law,
to defer compensation on terms similar to those provided by the stock purchase
plan.

- --------------------------------------------------------------------------------

15. ACQUISITIONS

On December 16, 1994, Huntington acquired FirstFed Northern Kentucky
Bancorp, Inc. (FirstFed), a $226 million savings and loan holding company, for
approximately 1.9 million shares of Huntington common stock. The acquisition was
accounted for as a purchase. Accordingly, results of operations of FirstFed have
been included in the consolidated results of Huntington from the date of
acquisition.Proforma results of operations relative to the acquisition have not
been presented due to the immaterial impact on Huntington's consolidated
financial statements.

Also in 1994, Huntington signed a definitive merger agreement with
Security National Corporation of Maitland, Florida, a $180 million bank holding
company, and Reliance Bank of Florida, a $93 million privately-owned bank. Both
mergers will be accounted for as a pooling-of-interests and are expected to be
completed during the second quarter of 1995.

- --------------------------------------------------------------------------------

16. INCOME TAXES

The following is a summary of the provision for income taxes:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Currently payable
Federal ............................. $ 62,648 $ 151,204 $ 94,430
State ............................... 3,904 6,087 3,973
--------- --------- ---------
Total current ..................... 66,552 157,291 98,403
Deferred tax expense(benefit)
Federal ............................. 56,624 (29,107) (25,973)
State ............................... 705 (1,305) (41)
--------- --------- ---------
Total deferred .................... 57,329 (30,412) (26,014)
--------- --------- ---------
Total provision for income taxes .... $ 123,881 $ 126,879 $ 72,389
========= ========= =========
</TABLE>

Tax expense associated with securities transactions included in the above
amounts was $908,000 in 1994, $9,516,000 in 1993, and $12,353,000 in 1992.

The following is a reconcilement of income tax expense to the amount
computed at the statutory rate of 35% in 1994 and 1993, respectively, and 34% in
1992.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Pre-tax income computed
at the statutory rate ........... $ 128,266 $ 127,327 $ 79,369
Increases (decreases):
Tax-exempt interest income ...... (6,077) (8,236) (10,191)
State income taxes .............. 2,996 3,109 2,595
Other-net ....................... (1,304) 4,679 616
--------- --------- ---------
Provision for income taxes ...... $ 123,881 $ 126,879 $ 72,389
========= ========= =========
</TABLE>

The significant components of Huntington's deferred tax assets and
liabilities at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses ...................... $ 63,380 $ 65,894
Allowance for other real estate losses ......... 13,791 19,346
Financial instruments .......................... -- 16,202
Securities ..................................... 33,711 --
Pension and other employee benefits ............ 18,158 11,503
Deferred expenses .............................. 5,509 7,615
Other .......................................... 6,297 8,724
-------- --------
Total deferred tax assets .................... 140,846 129,284

Deferred tax liabilities:
Financial instruments .......................... 25,811 --
Lease financing transactions ................... 67,099 53,261
Premises and equipment ......................... 7,790 10,047
Revalued liabilities-net ....................... 7,779 7,971
Other .......................................... 8,081 7,450
-------- --------
Total deferred tax liabilities ............... 116,560 78,729
-------- --------
Net deferred tax asset ....................... $ 24,286 $ 50,555
======== ========
</TABLE>

The components of the provision for deferred income taxes for the year
ended December 31, 1992 are as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1992
- --------------------------------------------------------------------------------
<S> <C>
Provision for loan losses ................................... $ (7,476)
Provision for other real estate ............................. (16,694)
Lease financing ............................................. 2,785
Depreciation on premises and equipment ...................... 228
Pension and other employee benefits ......................... (1,648)
Other-net ................................................... (3,209)
--------
Total ..................................................... $(26,014)
========
</TABLE>

F-13
<PAGE> 84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
17. NON-INTEREST INCOME

A summary of the components in non-interest income for the three years
ended December 31 follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- ----------------------------------------- -------- -------- ---------
<S> <C> <C> <C>
Service charges on deposit accounts ..... $ 76,836 $ 73,172 $ 64,471
Mortgage banking ........................ 50,367 99,185 63,297
Credit card fees ........................ 34,045 31,794 27,037
Trust services .......................... 28,448 27,948 25,129
Investment product sales ................ 6,624 9,016 5,193
Net gains on sales of securities
available for sale .................... 2,481 22,973 19,174
Net investment securities gains ......... 113 4,216 17,158
Other ................................... 36,446 37,474 28,680
-------- -------- --------
TOTAL NON-INTEREST INCOME .......... $235,360 $305,778 $250,139
======== ======== ========
</TABLE>

- --------------------------------------------------------------------------------
18. NON-INTEREST EXPENSE

A summary of the components in non-interest expense for the three years
ended December 31 follows:
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992
- -------------------------------------- -------- -------- --------
<S> <C> <C> <C>
Salaries ............................. $226,668 $226,405 $206,429
Commissions .......................... 10,775 20,992 18,310
Employee benefits .................... 58,158 55,259 46,596
Net occupancy ........................ 40,291 39,955 36,272
Equipment ............................ 38,792 37,230 34,184
Credit card .......................... 26,539 24,248 20,474
FDIC insurance ....................... 25,271 25,322 25,500
Advertising .......................... 15,320 13,259 13,308
Printing and supplies ................ 14,821 14,721 13,588
Legal and loan collection ............ 8,298 11,361 13,109
Other ................................ 144,719 190,141 204,812
-------- -------- --------
TOTAL NON-INTEREST EXPENSE ...... $609,652 $658,893 $632,582
======== ======== ========
</TABLE>

F-14
<PAGE> 85
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
19. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the unaudited quarterly results of operations
for the years ended December 31, 1994 and 1993.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) I Q II Q III Q IV Q
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994
Interest income .................................. $ 301,637 $ 297,485 $ 301,724 $ 318,875
Interest expense ................................. 98,470 105,403 118,173 141,625
--------- --------- --------- ---------
Net interest income .............................. 203,167 192,082 183,551 177,250
--------- --------- --------- ---------
Provision for loan losses ........................ 8,464 3,219 1,113 2,488
Gains (losses) on sales of
securities available for sale .................. 1,748 62 735 (64)
Net investment securities gains (losses) ......... 50 141 (87) 9
Non-interest income .............................. 59,455 61,781 56,750 54,780
Non-interest expense ............................. 154,025 150,195 154,961 150,471
--------- --------- --------- ---------
Income before income taxes ....................... 101,931 100,652 84,875 79,016
Provision for income taxes ....................... 35,189 33,199 28,973 26,520
--------- --------- --------- ---------
Net income ....................................... $ 66,742 $ 67,453 $ 55,902 $ 52,496
========= ========= ========= =========
Net income per common share(1) ................... $ .51 $ .52 $ .43 $ .41
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) I Q II Q III Q IV Q
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1993
Interest income .................................. $ 299,749 $ 313,259 $ 308,934 $ 314,369
Interest expense ................................. 111,009 113,416 110,230 105,456
--------- --------- --------- ---------
Net interest income .............................. 188,740 199,843 198,704 208,913
--------- --------- --------- ---------
Provision for loan losses ........................ 23,479 25,170 15,280 15,365
Gains on sales of securities
available for sale ............................. 4,735 1,505 16,168 565
Net investment securities gains .................. 1,504 1,598 778 336
Non-interest income .............................. 57,374 66,316 73,775 81,124
Non-interest expense ............................. 147,799 157,735 181,268 172,091
--------- --------- --------- ---------
Income before income taxes ....................... 81,075 86,357 92,877 103,482
Provision for income taxes ....................... 26,527 28,086 32,142 40,124
--------- --------- --------- ---------
Net income ....................................... $ 54,548 $ 58,271 $ 60,735 $ 63,358
========= ========= ========= =========
Net income per common share(1) ................... $ .43 $ .46 $ .47 $ .49
</TABLE>

(1) Restated for the five-for-four stock split distributed in July 1994.
- --------------------------------------------------------------------------------

20. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of Huntington's
financial instruments are presented in the following table. Certain assets,
the most significant being premises and equipment, do not meet the definition
of a financial instrument and are excluded from this disclosure. Similarly,
intangible assets such as mortgage servicing rights, deposit base intangibles,
and other customer relationships are not considered financial instruments and
are not discussed below. Accordingly, this fair value information is not
intended to, and does not, represent Huntington's underlying value. Many of
the assets and liabilities subject to the disclosure requirements are not
actively traded, requiring fair values to be estimated by management. These
estimations necessarily involve the use of judgment about a wide variety of
factors, including but not limited to, relevancy of market prices of comparable
instruments, expected future cash flows, and appropriate discount rates.

<TABLE>
<CAPTION>
AT DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------

CARRYING FAIR
(IN THOUSANDS OF DOLLARS) AMOUNT VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRADING INSTRUMENTS
Securities ....................................................................... $ 9,427 $ 9,427
Interest rate swaps and other off-balance sheet agreements
Assets ......................................................................... 12,643 12,643
Liabilities .................................................................... (12,351) (12,351)
NONTRADING INSTRUMENTS
Asset
Cash and short-term assets ....................................................... 893,715 893,715
Mortgages held for sale .......................................................... 138,997 138,997
Securities ....................................................................... 3,780,185 3,778,640
Related off-balance sheet liabilities .......................................... -- (22,031)
Loans ............................................................................ 12,063,944 11,855,952
Related off-balance sheet assets ............................................... 4,768 6,172
Related off-balance sheet liabilities .......................................... -- (169,483)
Customers' acceptance liability .................................................. 53,883 53,883
Liabilities
Deposits ......................................................................... (11,965,067) (11,925,464)
Related off-balance sheet liabilities .......................................... -- (59,938)
Short-term borrowings ............................................................ (2,898,201) (2,898,201)
Related off-balance sheet assets ............................................... -- 14,647
Related off-balance sheet liabilities .......................................... -- (4,343)
Bank acceptances ................................................................. (53,883) (53,883)
Long-term debt ................................................................... (1,214,052) (1,183,634)
Related off-balance sheet assets ............................................... -- 17,210
Related off-balance sheet liabilities .......................................... -- (44,934)
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
CARRYING FAIR
(IN THOUSANDS OF DOLLARS) AMOUNT VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRADING INSTRUMENTS
Securities ....................................................................... $ 21,964 $ 21,964
Interest rate swaps and other off-balance sheet agreements
Assets ......................................................................... 5,301 5,301
Liabilities .................................................................... (4,952) (4,952)

NONTRADING INSTRUMENTS
Asset
Cash and short-term assets ....................................................... 757,689 757,689
Mortgages held for sale .......................................................... 1,032,338 1,032,338
Securities ....................................................................... 4,199,409 4,321,318
Related off-balance sheet liabilities .......................................... -- (275)
Loans ............................................................................ 10,742,093 10,799,391
Related off-balance sheet assets ............................................... -- 11,032
Related off-balance sheet liabilities .......................................... -- (22,535)
Customers' acceptance liability .................................................. 48,603 48,603
Other off-balance sheet financial instruments .................................... 1,438 604
Liabilities
Deposits ......................................................................... (12,044,690) (12,083,511)
Related off-balance sheet assets ............................................... -- 5,453
Related off-balance sheet liabilities .......................................... -- (5,332)
Short-term borrowings ............................................................ (3,195,463) (3,195,463)
Related off-balance sheet assets ............................................... -- 1,221
Related off-balance sheet liabilities .......................................... -- (64)
Bank acceptances ................................................................. (48,603) (48,603)
Long-term debt ................................................................... (762,310) (795,777)
Related off-balance sheet assets ............................................... -- 28,181
Related off-balance sheet liabilities .......................................... -- (3,580)
</TABLE>

F-15
<PAGE> 86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
20. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The terms and short-term nature of certain assets and liabilities result in
their carrying value approximating fair value. These include cash and due from
banks, interest bearing deposits in banks, trading account securities, federal
funds sold and securities purchased under resale agreements, customers'
acceptance liabilities, short-term borrowings, and bank acceptances outstanding.
As indicated in Note 11, loan commitments and letters of credit generally have
short-term, variable rate features and contain clauses which limit Huntington's
exposure to changes in customer credit quality. Accordingly, their carrying
values, which are immaterial at the respective balance sheet dates, are
reasonable estimates of fair value. The following methods and assumptions were
used by Huntington to estimate the fair value of the remaining classes of
financial instruments:

Mortgages held for sale are valued at the lower of aggregate
cost or market as determined using outstanding commitments
from investors. Accordingly, the carrying amount of mortgages
held for sale approximates fair value.

Fair values of securities available for sale and investment
securities are based on quoted market prices, where available.
If quoted market prices are not available, fair values are based
on quoted market prices of comparable instruments.

For variable rate loans that reprice frequently, fair values
are based on carrying amounts, as adjusted for estimated
credit losses. The fair values for other loans are estimated
using discounted cash flow analyses and employ interest rates
currently being offered for loans with similar terms. The
rates take into account the position of the yield curve, as
well as an adjustment for prepayment risk, operating costs,
and profit. This value is also reduced by an estimate of losses
inherent in the loan portfolio.

The fair values of demand deposits, savings accounts, and money
market deposits are, by definition, equal to the amount payable
on demand. The fair values of fixed rate time deposits are
estimated by discounting cash flows using interest rates currently
being offered on certificates with similar maturities.

The fair values of Huntington's long-term debt are based
substantially upon quoted market prices.

The fair values of interest rate swap agreements and other
off-balance sheet financial instruments used for asset/liability
management and trading purposes are based upon quoted
market prices or prices of similar instruments, when available,
or calculated with pricing models using current rate assumptions.

- --------------------------------------------------------------------------------

21. REGULATORY RESTRICTIONS

Payment of dividends to Huntington by the subsidiary banks and thrifts are
subject to various regulatory restrictions. The regulatory agencies must
approve the declaration of any dividends in excess of available retained
earnings and in excess of the sum of net income for that year and retained net
income for the preceding two years, less any required transfers to surplus.
Under this formula, subsidiary banks and thrifts could, without such approval,
declare dividends in 1995 of approximately $223,984,000 plus an additional
amount equal to their net income through the date of declaration.

The subsidiary banks and thrifts are also restricted by federal regulation
as to the amount and type of loans they may make to Huntington. At December 31,
1994, the subsidiary banks and thrifts could lend to Huntington $161,764,000,
subject to the qualifying collateral requirements defined in the regulations.

F-16
<PAGE> 87
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
22. HUNTINGTON BANCSHARES INCORPORATED (PARENT COMPANY ONLY) FINANCIAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEETS (IN THOUSANDS OF DOLLARS) DECEMBER 31, 1994 1993
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ................................................................ $ 69,767 $ 73,962
Securities available for sale ............................................................ 6,424 7,195
Due from non-bank subsidiaries ........................................................... 102,751 7,783
Investment in subsidiaries on the equity method
Bank subsidiaries ...................................................................... 1,426,888 1,371,406
Non-bank subsidiaries .................................................................. 48,195 47,716
Excess of cost of investment in subsidiaries over net assets acquired .................... 25,159 26,391
Other assets ............................................................................. 15,760 10,864
---------- ----------
TOTAL ASSETS ........................................................................... $1,694,944 $1,545,317
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings .................................................................... $ 25,000 --
Long-term debt ........................................................................... 198,994 $ 168,753
Dividends payable ........................................................................ 25,908 20,278
Accrued expenses and other liabilities ................................................... 33,222 31,649
---------- ----------
Total Liabilities ...................................................................... 283,124 220,680
Shareholders' Equity ..................................................................... 1,411,820 1,324,637
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............................................. $1,694,944 $1,545,317
========== ==========
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF INCOME (IN THOUSANDS OF DOLLARS) YEAR ENDED DECEMBER 31, 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME
Dividends from
Bank subsidiaries ................................................................. $ 167,729 $ 127,414 $ 58,750
Non-bank subsidiaries ............................................................. 5,245 5,356 4,214
Interest from
Bank subsidiaries ................................................................. 2,876 3,759 1,370
Non-bank subsidiaries ............................................................. 2,601 6 --
Other ............................................................................... 407 824 1,703
--------- --------- ---------
TOTAL INCOME .................................................................... 178,858 137,359 66,037
--------- --------- ---------
EXPENSE
Interest on long-term debt .......................................................... 15,056 13,292 12,020
Other ............................................................................... 12,075 15,303 15,347
--------- --------- ---------
TOTAL EXPENSE ................................................................... 27,131 28,595 27,367
--------- --------- ---------
Income before income taxes and equity in undistributed net income of subsidiaries ..... 151,727 108,764 38,670
Income tax benefit .................................................................... (8,007) (8,324) (7,826)
--------- --------- ---------
Income before equity in undistributed net income of subsidiaries ...................... 159,734 117,088 46,496
--------- --------- ---------
Equity in undistributed net income of
Bank subsidiaries ................................................................... 80,004 117,177 112,921
Non-bank subsidiaries ............................................................... 2,855 2,647 1,629
--------- --------- ---------
NET INCOME ...................................................................... $ 242,593 $ 236,912 $ 161,046
========= ========= =========
</TABLE>

F-17
<PAGE> 88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
22. HUNTINGTON BANCSHARES INCORPORATED (PARENT COMPANY ONLY) FINANCIAL INFORMATION (CONTINUED)

- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS (IN THOUSANDS OF DOLLARS) YEAR ENDED DECEMBER 31, 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income ....................................................................... $ 242,593 $ 236,912 $ 161,046
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed net income of subsidiaries ............................. (82,859) (119,824) (114,550)
Amortization ................................................................... 4,974 2,400 1,559
Losses (gains) on sales of securities .......................................... 25 21 (930)
Increase in other assets ....................................................... (4,909) (5,400) (2,422)
Increase in other liabilities .................................................. 5,926 4,003 8,371
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ...................................... 165,750 118,112 53,074
--------- --------- ---------
INVESTING ACTIVITIES
Proceeds from sales of investment securities ..................................... 173 329 4,390
(Advances to) repayments from subsidiaries ....................................... (94,968) 94,485 (100,282)
Acquisitions and additional capitalization of subsidiaries ....................... (10) (31,944) (5,000)
--------- --------- ---------
NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES ........................... (94,805) 62,870 (100,892)
--------- --------- ---------

FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt ..................................... 49,958 -- 147,747
Payment of long-term debt ........................................................ (23,184) (100,246) (6,648)
Increase in short-term borrowings ................................................ 25,000 -- --
Dividends on common stock ........................................................ (68,662) (58,412) (45,256)
Acquisition of treasury stock .................................................... (73,634) (36,795) (19,149)
Sales of treasury stock .......................................................... 13,651 10,309 11,455
Proceeds from exercise of stock options .......................................... 1,731 2,430 2,224
--------- --------- ---------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ........................... (75,140) (182,714) 90,373
--------- --------- ---------
CHANGE IN CASH AND CASH EQUIVALENTS ............................................ (4,195) (1,732) 42,555
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ................................. 73,962 75,694 33,139
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR ....................................... $ 69,767 $ 73,962 $ 75,694
========= ========= =========
</TABLE>

F-18
<PAGE> 89
<TABLE>
EXHIBIT 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 1
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED SELECTED FINANCIAL DATA YEAR ENDED DECEMBER 31,
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER
SHARE AMOUNTS) 1994 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Total interest income .................. $ 1,219,721 $ 1,236,311 $ 1,202,286 $ 1,208,407 $ 1,266,770 $ 1,177,754
Total interest expense ................. 463,671 440,111 504,846 659,918 780,759 730,386
Net interest income .................... 756,050 796,200 697,440 548,489 486,011 447,368
Securities gains ....................... 2,594 27,189 36,332 16,951 579 302
Provision for loan losses .............. 15,284 79,294 81,562 62,061 76,434 43,739
Net income ............................. 242,593 236,912 161,046 133,940 99,765 122,829

PER COMMON SHARE(1)
Net income ............................. 1.87 1.85 1.27 1.06 .79 1.02
Cash dividends declared ................ .72 .60 .50 .46 .41 .35
Book value at year end ................. 10.84 10.21 8.87 8.10 7.43 7.06

BALANCE SHEET HIGHLIGHTS
Total assets at year-end ............... 17,770,640 17,618,707 16,246,526 14,500,477 13,671,182 13,353,001
Total long-term debt at year-end ....... 1,214,052 762,310 478,872 261,168 206,578 209,808

Average long-term debt ................... 927,797 640,976 299,905 218,645 200,939 206,356
Average shareholders' equity ............. 1,403,314 1,216,470 1,074,159 977,073 917,474 815,270
Average total assets ..................... $16,749,850 $16,850,719 $15,165,151 $13,612,543 $13,489,939 $12,247,488
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS AND STATISTICS 1994 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MARGIN ANALYSIS - AS A %
OF AVERAGE EARNING ASSETS(2)
Interest income ........................ 7.97% 8.03% 8.75% 9.85% 10.51% 10.85%
Interest expense ....................... 3.01 2.83 3.63 5.30 6.37 6.59
----- ----- ----- ----- ----- -----
Net interest margin ...................... 4.96% 5.20% 5.12% 4.55% 4.14% 4.26%
===== ===== ===== ===== ===== =====
RETURN ON
Average total assets ................... 1.45% 1.41% 1.06% .98% .74% 1.00%
Average earning assets ................. 1.57% 1.53% 1.16% 1.08% .81% 1.11%
Average shareholders' equity ........... 17.29% 19.48% 14.99% 13.71% 10.87% 15.07%
Dividend payout ratio .................... 38.50% 32.47% 38.99% 42.86% 51.52% 34.65%
Average shareholders' equity to
average total assets ................... 8.38% 7.22% 7.08% 7.18% 6.80% 6.66%

Tier I risk-based capital ratio .......... 9.55% 9.60% 9.39% 9.07% 8.68% 8.69%
Total risk-based capital ratio ........... 13.57% 14.02% 12.56% 11.27% 11.19% 11.16%
Tier I leverage ratio .................... 7.99% 7.03% 6.72% 7.00% 6.54% 6.34%
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER DATA 1994 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Full-time equivalent employees 8,152 8,395 8,039 7,562 7,074 6,884
Banking and thrift offices 344 352 346 334 318 304
</TABLE>

(1) Restated for the five-for-four stock split distributed in July 1994.
(2) Presented on a fully tax equivalent basis assuming a 35% tax rate in 1994
and 1993 and a 34% tax rate in years 1989 through 1992.

F-19
<PAGE> 90

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
OVERVIEW

Huntington reported net income of $242.6 million in 1994, compared with
$236.9 million and $161.0 million in 1993 and 1992, respectively. On a per share
basis, net income increased to $1.87 in 1994, up from $1.85 and $1.27 in the
preceding two years. Huntington's earnings were stronger in the first half of
1994 than in the final six months. Although earnings were higher in 1994,
adverse changes in market conditions such as rising interest rates caused
compression in the margin and reduced fee-based income from mortgage banking
activities and investment management and sales, particularly in the last half of
the year. Per share amounts for all prior periods have been restated to reflect
the five-for-four stock split distributed to shareholders in July 1994.

Huntington's returns on average assets (ROA) and average equity (ROE)
during 1994 were 1.45% and 17.29%, respectively, which compare favorably with
industry averages and the performance of its peer group. In the prior two years,
ROA was 1.41% and 1.06%, and ROE was 19.48% and 14.99%.

Total assets were $17.8 billion at December 31, 1994, representing a slight
increase from December 31 of last year. The most significant growth in the
balance sheet has been in the area of loans, particularly in the consumer
component of the portfolio, which is indicative of Huntington's continued
penetration into new and existing markets and a general improvement in economic
conditions. Average total loans of $11.5 billion for the year ended December 31,
1994, increased 13.7% from the average balance of $10.1 billion reported for
1993. Conversely, mortgages held for sale dropped significantly from an average
balance of $827 million in 1993 to $367 million in the year just ended. This
resulted as a rapid rise in interest rates precipitated a substantial
curtailment of residential loan originations. The average balance of securities

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 2
- ------------------------------------------------------------------------------------------------------------------------------------
CHANGES IN EARNINGS PER SHARE(1) 1994/1993 1993/1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income per share for 1993 and 1992, respectively ................................... $ 1.85 $ 1.27
Increase (decrease) attributable to:
Net interest income .................................................................. (.31) .77
Provision for loan losses ............................................................ .49 .01
Mortgage banking income .............................................................. (.38) .28
Service charges on deposit accounts .................................................. .03 .07
Securities transactions .............................................................. (.19) (.07)
Other income ......................................................................... (.01) .16
Salaries ............................................................................. -- (.15)
Commissions .......................................................................... .08 (.02)
Employee benefits .................................................................... (.02) (.06)
Provision for other real estate ...................................................... .05 .40
Other expense ........................................................................ .28 (.36)
Income taxes ......................................................................... .02 (.43)
Additional shares outstanding ........................................................ (.02) (.02)
------ ------
Net change ..................................................................... .02 .58
------ ------
Net income per share for 1994 and 1993, respectively ................................... $ 1.87 $ 1.85
====== ======
</TABLE>

(1) Restated for the five-for-four stock split distributed in July 1994.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1994 1993 1992
----------------- ------------------ -------------------
CONTRI- % OF CONTRI- % OF CONTRI- % OF
(IN MILLIONS) BUTION TOTAL BUTION TOTAL BUTION TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BANKING SUBSIDIARIES
NET INCOME:
Ohio ............................................... $179.1 73.8% $162.1 68.4% $ 99.6 61.9%
West Virginia ...................................... 34.0 14.0 33.1 14.0 26.4 16.4
Michigan ........................................... 27.5 11.3 23.2 9.8 20.0 12.4
Indiana ............................................ 14.2 5.9 7.4 3.1 10.1 6.3
Kentucky ........................................... 6.7 2.8 5.9 2.5 5.1 3.2
Florida ............................................ 2.9 1.2 3.3 1.4 1.3 .8
------ ----- ------ ----- ------ -----
Total Banking Subsidiaries ................... 264.4 109.0 235.0 99.2 162.5 101.0

NON-BANKING SUBSIDIARIES
NET INCOME(LOSS)
Huntington Mortgage Company ........................ (11.2) (4.6) 15.0 6.3 10.5 6.5
Trust Services ..................................... 4.0 1.6 3.2 1.4 2.1 1.3
Other Non-banking .................................. 1.7 .7 .8 .3 2.3 1.4
Parent Company, debt service, and other
supporting operations ............................ (16.3) (6.7) (17.1) (7.2) (16.4) (10.2)
------ ----- ------ ----- ------ -----
NET INCOME ........................................... $242.6 100.0% $236.9 100.0% $161.0 100.0%
====== ===== ====== ===== ====== =====
</TABLE>

F-20
<PAGE> 91
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
available for sale also declined in 1994, as management repositioned the balance
sheet during the first half of the year to reduce the portfolio's exposure to
rising rates. The timing of this repositioning was such that Huntington was able
to achieve a lower level of interest rate risk without incurring significant
losses from securities sales. Total deposits have declined slightly from the
prior year amount, in large part because of an expected decrease in time
deposits of $100,000 or more and foreign time deposits, as well as a lower
amount of funds held in escrow in connection with Huntington's mortgage banking
activities. The decline in large domestic and foreign time deposits reflects
management's decision to utilize alternative sources to raise national market
liabilities. In doing so, Huntington was able to reduce its FDIC insurance
premiums without impeding balance sheet liquidity. As more fully discussed in
the liquidity section, Huntington's core deposit base has been its most
significant source of funding. Management recognizes the continued importance of
core deposits and anticipates that they will remain the primary source of
funding in the future.

Shareholders' equity was $1.4 billion at December 31, 1994, an increase of
6.6% from one year ago. Huntington's regulatory capital ratios, including those
of its banking and thrift subsidiaries, show continued strength and exceed the
minimum levels established for well-capitalized institutions. In addition,
Huntington and its subsidiaries meet all other requirements to be considered
well-capitalized.

UNIT PROFITABILITY

Net income at all of Huntington's banking and thrift subsidiaries increased
during each of the past two years, with the exception of its Indiana operations
which reported a decrease from 1992 to 1993 as a result of certain nonrecurring
acquisition costs, and its Florida location which reported lower net income in
the most recent year principally because of a lower contribution from its
mortgage banking activities. In terms of the non-banking results over these same
periods, The Huntington Mortgage Company reported a net loss of $11.2 million
during 1994, compared with net income of $15.0 million and $10.5 million,
respectively, in the two preceding years. Huntington's mortgage banking
activities are more fully discussed in the sections which follow.

RESULTS OF OPERATIONS
NET INTEREST INCOME

Huntington reported net interest income of $756.1 million in 1994, compared

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 3
- ------------------------------------------------------------------------------------------------------------------------------------
CHANGE IN NET INTEREST INCOME DUE TO CHANGES IN AVERAGE VOLUME AND INTEREST RATES(1)
- ------------------------------------------------------------------------------------------------------------------------------------
FULLY TAX EQUIVALENT BASIS(2) 1994 1993
---------------------------------- ----------------------------------
(IN MILLIONS OF DOLLARS) INCREASE (DECREASE) INCREASE (DECREASE)
FROM PREVIOUS FROM PREVIOUS
YEAR DUE TO: YEAR DUE TO:
---------------------------------- ----------------------------------
VOLUME YIELD/RATE TOTAL VOLUME YIELD/RATE TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest bearing deposits in banks ................... $ (1.3) $ .4 $ (.9) $ (2.7) $ (.2) $ (2.9)
Trading account securities ........................... .2 .2 .4 (.6) (.1) (.7)
Federal funds sold and securities
purchased under resale agreements ................... 1.5 .9 2.4 (1.7) (.6) (2.3)
Mortgages held for sale .............................. (32.5) (1.8) (34.3) 11.0 (5.9) 5.1
Taxable securities ................................... (69.9) 13.7 (56.2) 39.4 (29.4) 10.0
Tax-exempt securities ................................ (7.6) (1.0) (8.6) (7.9) 5.3 (2.6)
Total loans .......................................... 119.1 (40.7) 78.4 90.4 (66.1) 24.3
------ ------ ------ ------ ------ ------
TOTAL EARNING ASSETS ............................ 9.5 (28.3) (18.8) 127.9 (97.0) 30.9
------ ------ ------ ------ ------ ------
Interest bearing demand deposits ..................... 1.2 (5.0) (3.8) 4.3 (17.1) (12.8)
Savings deposits ..................................... 1.3 (9.8) (8.5) 14.4 (21.0) (6.6)
Certificates of deposit of
$100,000 or more ................................... (9.1) 3.6 (5.5) (16.9) (8.7) (25.6)
Other domestic time deposits ......................... (2.1) (.1) (2.2) (23.3) (33.2) (56.5)
Foreign time deposits ................................ (6.5) 3.6 (2.9) 10.0 (.7) 9.3
Short-term borrowings ................................ (6.5) 23.8 17.3 24.8 (8.3) 16.5
Long-term debt ....................................... 17.6 11.6 29.2 19.1 (8.1) 11.0
------ ------ ------ ------ ------ ------
TOTAL INTEREST BEARING LIABILITIES .............. (4.1) 27.7 23.6 32.4 (97.1) (64.7)
------ ------ ------ ------ ------ ------
NET INTEREST INCOME ............................. $ 13.6 $(56.0) $(42.4) $ 95.5 $ .1 $ 95.6
====== ====== ====== ====== ====== ======
</TABLE>
(1) The change in interest due to both rate and volume has been allocated
between the factors in proportion to the relationship of the absolute
dollar amounts of the change in each.
(2) Calculated assuming a 35% tax rate.

F-21
<PAGE> 92
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 4
- ------------------------------------------------------------------------------------------------------------------------------------
SUMMARY OF ALLOWANCE FOR LOAN LOSSES AND SELECTED STATISTICS
- ------------------------------------------------------------------------------------------------------------------------------------
(in thousands of dollars) 1994 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES, BEGINNING OF YEAR ..... $ 211,835 $ 153,654 $ 134,770 $ 123,622 $ 91,039 $ 79,110
Loan losses
Commercial ..................................... (10,404) (20,289) (26,634) (26,610) (17,524) (13,180)
Real estate
Construction ................................. (5,957) (422) (14,001) (34) (850) (4,077)
Mortgage ..................................... (5,428) (2,060) (6,665) (6,859) (8,115) (1,825)
Consumer ....................................... (23,356) (21,492) (25,621) (28,773) (26,276) (23,585)
Lease financing ................................ (977) (1,329) (2,734) (1,338) (1,255) (1,048)
---------- ---------- ---------- ---------- ---------- ----------
Total loan losses .............................. (46,122) (45,592) (75,655) (63,614) (54,020) (43,715)
---------- ---------- ---------- ---------- ---------- ----------
RECOVERIES OF LOANS PREVIOUSLY CHARGED OFF
Commercial ..................................... 7,724 3,564 3,607 2,589 3,527 4,235
Real estate
Construction ................................. 1 1 -- 400 -- --
Mortgage ..................................... 506 352 120 736 179 155
Consumer ....................................... 9,503 9,058 8,313 6,781 6,229 5,166
Lease financing ................................ 368 263 424 230 197 214
---------- ---------- ---------- ---------- ---------- ----------
Total recoveries of loans previously charged off 18,102 13,238 12,464 10,736 10,132 9,770
---------- ---------- ---------- ---------- ---------- ----------
NET LOAN LOSSES .................................. (28,020) (32,354) (63,191) (52,878) (43,888) (33,945)
---------- ---------- ---------- ---------- ---------- ----------
PROVISION FOR LOAN LOSSES ........................ 15,284 79,294 81,562 62,061 76,434 43,739
ALLOWANCE OF ASSETS ACQUIRED ..................... 1,393 11,241 513 1,965 37 2,135
---------- ---------- ---------- ---------- ---------- ----------
ALLOWANCE FOR LOAN LOSSES, END OF YEAR ........... $ 200,492 $ 211,835 $ 153,654 $ 134,770 $ 123,622 $ 91,039
========== ========== ========== ========== ========== ==========
AS A % OF AVERAGE TOTAL LOANS
Net loan losses ................................ .24% .32% .69% .61% .52% .44%
Provision for loan losses ...................... .13% .78% .89% .72% .91% .57%
Allowance for loan losses as a %
of total loans (end of period) ................. 1.63% 1.93% 1.61% 1.52% 1.42% 1.12%
Net loan loss coverage (1) ....................... 13.62x 13.69x 4.98x 4.77x 4.82x 6.08x
</TABLE>

(1) Income before income taxes and the provision for loan losses to net
loan losses.
- --------------------------------------------------------------------------------

with $796.2 million and $697.4 million, respectively, in 1993 and 1992. The net
interest margin, on a fully tax equivalent basis, was 4.96% during the most
recent twelve months, a decrease from 5.20% in 1993 and 5.12% in 1992. Rising
interest rates put downward pressure on the net interest margin and further
compression is expected in 1995. The drop in 1994 reflects the impact of the
increase in short-term interest rates (e.g. a 250 basis point increase occurred
in the federal funds rate) which increased Huntington's funding costs more
rapidly than its yields on earning assets. The lower margin and reduced level of
net interest income also were due to the decrease in mortgages held for sale,
competitive pricing pressures on new loans, and actions taken to reposition the
balance sheet to reduce Huntington's exposure to increases in interest rates.
The competitive pressures on loan pricing existed throughout the entire
portfolio and were particularly evident in terms of indirect automobile lending,
a significant component of Huntington's consumer business.

PROVISION AND ALLOWANCE FOR LOAN
LOSSES

The provision for loan losses was $15.3 million in 1994, $79.3 million in
1993 and $81.6 million in 1992. The decrease from prior years is directly
related to a significant improvement in credit quality, as total nonperforming
loans decreased $32.7 million, or 42.4%, over the last twelve months. Moreover,
Huntington's net charge-offs decreased 13.4% from 1993, a significant
achievement given the loan growth during 1994 and the sharp drop in net
charge-offs from 1992 to 1993 of $30.8 million, or 48.8%.

The allowance for loan losses (ALL) is maintained at a level considered
appropriate by management, based on its estimate of losses inherent in the loan
portfolio. The procedures employed by Huntington in evaluating the adequacy of
the ALL include an analysis of specific credits which

F-22
<PAGE> 93
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

are generally selected for review on the basis of size and relative risk,
portfolio trends, current and historical loss experience, prevailing economic
conditions and other relevant factors. For analytical purposes, the ALL has been
allocated to various portfolio segments. However, the total ALL is available to
absorb losses from any segment of the portfolio. The methods used by Huntington
to allocate the ALL are also subject to change and accordingly, the December 31,
1994 allocation is not necessarily indicative of the trend of future loan losses
in any particular loan category.

At year end 1994, the ALL of $200.5 million represented 1.63% of total
loans, compared with ratios of 1.93% and 1.61%, respectively, at December 31,
1993 and 1992. Huntington believes this decrease from one year ago is
appropriate based on the trend in nonperforming loans, as evidenced by the
coverage ratio improving from 274.4% at the end of last year to 450.8% as of
December 31, 1994. Additional information regarding the ALL and asset quality
appears in the section "CREDIT RISK".

NON-INTEREST INCOME

Non-interest income totaled $235.4 million in 1994, down from $305.8
million in 1993, and $250.1 million in 1992. Excluding securities transactions,
the respective amounts were $232.8 million, $278.6 million, and $213.8 million.

A significant downturn in mortgage banking operations was the predominant
reason for the decrease in fee-based income from prior years. In 1993, mortgage
loan originations increased substantially in response to mortgage interest rates
which had reached their lowest level in several years. This trend began to level
off at the beginning of 1994, and Huntington's mortgage loan production
decreased dramatically throughout the year from a total volume of $6.1 billion
in 1993 to $2.2 billion in 1994. Moreover, the decline in residential mortgage
loan production, coupled with sales of servicing rights, resulted in a decline
in the volume of mortgage loans serviced by Huntington from $9.6 billion,
including loans subject to temporary subservicing agreements of $2.6 billion, to
$5.4 billion at year end 1994. Given the current market conditions, and
Huntington's outlook for mortgage interest rates in the coming months, this
trend of decreasing fees from mortgage loan originations and other mortgage
banking activities is expected to continue into 1995.

A comparative analysis of the major components of mortgage banking income
follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN THOUSANDS) 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net servicing fees ............. $21,586 $15,105 $16,777
Fee income ..................... 13,428 38,639 33,734
Gain on sale of
servicing rights ............. 11,583 31,765 1,539
Other income ................... 3,770 13,676 11,247
------- ------- -------
Total ........................ $50,367 $99,185 $63,297
======= ======= =======
- --------------------------------------------------------------------------------
</TABLE>

Net servicing fees for 1993 were significantly affected by accelerated
amortization of excess mortgage servicing rights (EMSRs) during the year. As the
refinancing volume which fueled the accelerated amortization last year declined
dramatically in 1994, amortization of EMSRs decreased $18.1 million, from $21.2
million in 1993, to $3.1 million in the most recent twelve months.

Servicing rights sold by Huntington for each of the last two years were
related to loans totaling $2.2 billion in 1994 and $3.8 billion in 1993. Gains
on such sales were the primary reason for the increase in mortgage banking
income of 56.7% from 1992 to 1993, as no significant servicing sales occurred
during 1992. At the end of the most recent year, the servicing portfolio had an
average contractual maturity of approximately 22 years, which was comparable to
a year ago, and an average coupon rate of 8.12%, versus 7.92% in 1993. The
decrease between years in other mortgage banking income is a reflection

F-23
<PAGE> 94
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 6
- ------------------------------------------------------------------------------------------------------------------------------------
ANALYSIS OF NON-INTEREST INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) PERCENT
YEAR ENDED DECEMBER 31, INCREASE (DECREASE)
- ------------------------------------------------------------------------------------------------------------------------------------
1994 1993 1992 1994/93 1993/92
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Service charges on deposit accounts ................ $ 76,836 $ 73,172 $ 64,471 5.0% 13.5%
Mortgage banking ................................... 50,367 99,185 63,297 (49.2) 56.7
Credit card fees ................................... 34,045 31,794 27,037 7.1 17.6
Trust services ..................................... 28,448 27,948 25,129 1.8 11.2
Investment product sales ........................... 6,624 9,016 5,193 (26.5) 73.6
Net gains on sales of securities
available for sale ............................... 2,481 22,973 19,174 (89.2) 19.8
Net investment securities gains .................... 113 4,216 17,158 (97.3) (75.4)
Other .............................................. 36,446 37,474 28,680 (2.7) 30.7
-------- -------- --------
TOTAL NON-INTEREST INCOME .......................... $235,360 $305,778 $250,139 (23.0)% 22.2%
======== ======== ========
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

of general market conditions which resulted in lower gains from the sale of
loans during 1994.

Huntington realized gains from securities transactions of $2.6 million in
1994, $27.2 million in 1993, and $36.3 million in 1992. These gains resulted
principally from different programs in each of the years. In the most recent
year, management initiated a program to sell certain fixed rate securities in
anticipation of increased market interest rates, while the more significant
sales of 1993 were the result of a program to change the earning asset mix,
which was effected by deploying proceeds from securities sales into loans.
Finally, expectations of accelerated prepayments of mortgage-backed securities
were the primary reason for the 1992 sales.

The remaining components of non-interest income were, in the aggregate,
relatively flat when comparing 1994 results with 1993. Service charges on
deposits and credit card fees represented the largest increases and were
mostly volume related, while income from investment product sales showed the
most significant decrease. Many of these components showed more significant
increases from 1992 to 1993 as a result of changes in the pricing of service
charges on various corporate and retail products, and market conditions which
benefitted fee-based activities such as trust services and investment product
sales.

NON-INTEREST EXPENSE

Non-interest expense decreased $49.2 million, or 7.5%, when comparing 1994
results with the prior year, while the 1993

F-24
<PAGE> 95
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
total exceeded the corresponding amount for 1992 by $26.3 million, or 4.2%.

In 1993, Huntington experienced unsurpassed levels of mortgage refinancings
resulting in significant prepayments of the mortgage servicing portfolio. As
discussed previously, the upward trend in mortgage interest rates which began in
early 1994 considerably slowed the pace of refinancings during the year.
Accordingly, amortization of purchased mortgage servicing rights (PMSRs), which
is included in other non-interest expense, decreased from $37.2 million in the
prior year to $5.8 million in the year just ended. PMSR amortization in 1993
exceeded the 1992 total by $22.2 million.

Huntington has seen reductions in various components of other non-interest
expense in each of the past two years from continued improvements in asset
quality, particularly in terms of costs associated with other real estate owned
and loan collection. Salaries increased only slightly

Federal agencies
Mortgage-backed securities
1-5 years ......................................................... 371 344 4.90
6-10 years ........................................................ 4,812 4,806 8.54
Over 10 years ..................................................... 3,130 3,133 8.94
-------- --------
Total ....................................................... 8,313 8,283
-------- --------
Other agencies
1-5 years ......................................................... 101,774 99,446 6.23
6-10 years ........................................................ 207,043 205,358 6.12
Over 10 years ..................................................... 433 350 5.60
-------- --------
Total ....................................................... 309,250 305,154
-------- --------
Total U.S. Treasury and Federal agencies ............................ 317,713 313,587
-------- --------
States and political subdivisions
Under 1 year ...................................................... 56,361 57,080 10.99
1-5 years ......................................................... 72,812 74,975 10.18
6-10 years ........................................................ 18,433 18,059 8.14
Over 10 years ..................................................... 6,043 6,196 10.08
-------- --------
Total ....................................................... 153,649 156,310
-------- --------
Other
Under 1 year ...................................................... 1,508 1,508 9.82
1-5 years ......................................................... 5 5 5.50
6-10 years ........................................................ 1,504 1,424 9.74
Over 10 years ..................................................... 1,313 1,313 9.14
-------- --------
Total ....................................................... 4,330 4,250
-------- --------
Total Investment Securities ......................................... $475,692 $474,147
======== ========
</TABLE>

(1) Weighted average yields are calculated on the basis of book value. Such
yields have been adjusted to a fully tax equivalent basis, assuming a 35%
tax rate.

At December 31, 1994, Huntington had no concentrations of securities by a
single issuer in excess of 10% of shareholders' equity.

F-25
<PAGE> 96
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
during 1994, as the effects of merit raises were largely negated by reductions
in staff at Huntington's mortgage subsidiary. Employee benefits were up 5.2%
from the prior year, as a result of the change made at the end of 1993 to an
actuarial assumption associated with the defined benefit pension plan and other
general cost increases. Commissions expense decreased significantly during 1994,
principally because of reduced mortgage loan originations. Advertising costs
increased 15.5% during the most recent year in connection with several new
initiatives undertaken by Huntington such as Huntington Direct, the National
Clearinghouse Association, and Direct Bill Pay.

Huntington's expanded mortgage banking activities and, to a lesser extent,
two purchase business combinations consummated during 1993 were significant
reasons for the increase in non-interest expense from 1992 to 1993. Salaries
were 9.7% higher in 1993 than 1992 primarily

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
AMORTIZED COST AND FAIR VALUES BY MATURITY AT DECEMBER 31, 1994
(IN THOUSANDS OF DOLLARS) AMORTIZED COST FAIR VALUE YIELD(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S Treasury
Under 1 year ................................................... $ 25,399 $ 25,320 6.12%
1-5 years ...................................................... 662,106 643,100 6.27
6-10 years ..................................................... 166,909 147,671 5.60
---------- ----------
Total .................................................... 854,414 816,091
---------- ----------
Federal agencies
Mortgage-backed securities
1-5 years ...................................................... 17,727 16,922 6.65
6-10 years ..................................................... 369,061 362,716 7.72
Over 10 years .................................................. 114,742 110,119 6.21
---------- ----------
Total .................................................... 501,530 489,757
---------- ----------
Other agencies
Under 1 year ................................................... 531,082 526,617 5.78
1-5 years ...................................................... 506,740 499,748 7.01
6-10 years ..................................................... 382,849 369,404 6.16
Over 10 years .................................................. 323,451 304,660 6.52
---------- ----------
Total .................................................... 1,744,122 1,700,429
---------- ----------
Total U.S. Treasury and Federal agencies ......................... 3,100,066 3,006,277
---------- ----------
Other
1-5 years ...................................................... 95,410 94,887 5.78
6-10 years ..................................................... 165,422 164,087 6.13
Over 10 years .................................................. 32,854 32,818 6.57
Marketable equity securities ................................... 8,359 6,424 4.95
---------- ----------
Total .................................................... 302,045 298,216
---------- ----------
Total Securities Available for Sale .............................. $3,402,111 $3,304,493
========== ==========
</TABLE>

(1) Weighted average yields are calculated on the basis of book value.
Such yields have been adjusted to a fully tax equivalent basis,
assuming a 35% tax rate.

At December 31, 1994, Huntington had no concentrations of securities by a
single issuer in excess of 10% of shareholders' equity.

F-26
<PAGE> 97
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
as a result of an increased workforce at Huntington's mortgage subsidiary and
normal merit increases, while related employee benefits were up 18.6% due to the
additional personnel and increased costs of providing post-retirement,
post-employment, and employee stock purchase plan benefits. The remaining
components of non-interest expense also generally increased at a greater rate
from 1992 to 1993 than was experienced during the most recent year. These
increases were the result of higher volumes of mortgage originations and credit
card transactions, as well as corporate expansion.

PROVISION FOR INCOME TAXES

The provision for income taxes was $123.9 million in 1994, compared with
$126.9 million in 1993 and $72.4 million in 1992. Huntington's effective tax
rate decreased slightly during the most recent twelve months, principally as a
result of a one-time charge recorded in 1993 of $4.0 million related to the
conversion of an acquired thrift to a bank charter. In each of the three years,
the major difference in the statutory and effective tax rates is tax-exempt
interest income. A change in the federal income tax rate from 34% to 35% in
1993 also contributed to the higher effective rate when comparing the
immediately preceding year to 1992.

On January 1, 1993, Huntington prospectively adopted the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". Adoption of this standard did not materially impact the consolidated
financial statements.

INTEREST RATE RISK AND
LIQUIDITY MANAGEMENT

INTEREST RATE RISK MANAGEMENT

The principal objective of asset/liability management is to maximize
shareholder value in a manner consistent with prudent balance sheet management.
Through its asset/liability management process, Huntington seeks to achieve
consistent growth in both net interest income and net income while managing
volatility arising from shifts in interest rates. This is accomplished with the
oversight of the Asset/Liability Management Committee (ALCO), which is comprised
of key members of executive management. ALCO establishes policies and operating
limits that govern the management of both interest rate and market risk as well
as ensure maintenance of adequate liquidity. Both on- and off-balance sheet
tactics and strategies are regularly reviewed and monitored by ALCO to confirm
their consistency with Huntington's operating objectives as well as to evaluate
their appropriateness and effectiveness in light of changing market and business
conditions.

Huntington monitors its interest rate risk exposure by measuring the amount
that net interest income will change over a twelve to twenty-four month period
given a directional shift in interest rates. The net interest income-at-risk
estimation is determined using multiple interest rate and balance sheet
scenarios to provide management a framework for evaluating its risk tolerance
under various market conditions.

Actively and effectively managing interest rate risk requires the use of a
variety of financial instruments and funding sources. On-balance sheet
investment and funding vehicles, along with off-balance sheet financial
instruments such as interest rate swaps, interest rate caps/floors, and
financial futures, represent the primary means by which Huntington responds to
the balance sheet mismatches created by customer loan and deposit preferences
and to changing market conditions. These activities are closely monitored by
ALCO.

Over the past year, Huntington has undertaken several strategies to protect
earnings against rising rates. These have included the sale of approximately
$2.1 billion of fixed rate securities designated as available for sale, the
issuance of term fixed-rate retail deposits and wholesale liabilities, and the
adjustment of interest rate swap and other off-balance sheet positions. These
initiatives reduced Huntington's interest rate risk exposure during 1994 and
have better positioned the company in light of expectations for further rate
increases in 1995.

At December 31, 1994, the results of Huntington's internal interest
sensitivity analysis indicate that a 100 basis point increase in the federal
funds rate from the current 5.50% level (assuming a 25 basis point increase per
quarter) and corresponding changes in other market rates, reflected in
Huntington's interest rate forecast, would result in a decrease in annual net
interest income of 0% to 0.9%. This represents a significant decrease from the
end of 1993, at which time Huntington's equivalent exposure was a 4-5% decline
in net interest income. Assuming a gradual 200 basis point increase in rates,
the sensitivity analysis indicates a decrease in net interest income ranging
between 0.1% and 1.8%. Huntington uses a range in measuring its "at-risk"
position because of varying assumptions regarding the volume and rate behaviors
of certain loans and core deposits under the rising rate scenarios.

Interest rate swaps are the principal off-balance sheet vehicles used by
Huntington for asset/liability management. In addition to the transactional
efficiencies afforded by a swap structure, which is less costly to execute than
a comparable cash instrument, the overall swap strategy has enabled Huntington
to lower the costs of raising wholesale funds and has allowed management to
synthetically alter, or customize, the repricing characteristics of selected
on-balance sheet financial instruments. Financial futures and interest rate
caps/floors, as well as forward delivery contracts purchased in connection with
Huntington's mortgage banking activities, are also integral to asset/liability
management. These off-balance sheet financial instruments are often more
attractive than the use of cash securities or other on-balance sheet
alternatives because, though they provide similar protection against interest
rate movements, they require less capital and may not impede liquidity.

F-27
<PAGE> 98
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
The notional amounts of off-balance sheet positions used by Huntington for
purposes other than interest rate risk management, consisting principally of
transactions entered into on behalf of customers for which the related interest
rate risk is countered by offsetting third party contracts, were $700 million
and $572 million, respectively, at the end of 1994 and 1993. Total credit
exposure from such contracts was $12.6 million at December 31, 1994. These
separate activities, which are accounted for at fair value, are not a
significant part of Huntington's operations. Accordingly, they have been
excluded from the discussion of off-balance sheet financial instruments and the
related tables which follow.

The contributions to net interest income from swaps and other off-balance
sheet financial instruments used for asset/liability management purposes,
including amortization of $21.6 million in 1994 and $12.2 million in 1993
attributable to deferred net gains from previously terminated contracts, are
presented below.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(IN MILLIONS) 1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income ...................... $29.0 $61.0 $42.1
Interest expense ..................... 5.6 30.0 22.7
----- ----- -----
Net interest income .................. $34.6 $91.0 $64.8
===== ===== =====
</TABLE>

Expressed in terms of the net interest margin, the contribution was 22
basis points in 1994, compared with 59 basis points and 55 basis points,
respectively, in the two preceding years. The following table illustrates the
estimated maturities and weighted average rates of the interest rate swaps used
by Huntington in its interest rate risk management program. In preparing the
information presented below, management has made no assumptions with respect to
future changes in interest rates. Accordingly, as interest rates change, both
the maturity and variable rate information below are subject to change.

The portfolio of amortizing swaps consists of contracts with notional
values that are indexed to certain market interest rates, primarily the London
inter-bank offered rate (LIBOR) or Constant Maturity U.S. Treasury yields (CMT).
To a much lesser degree, other contracts are amortized based upon the prepayment
experience of a specified pool of mortgage loans. As market interest rates
increase, amortization of the notional values will change, generally slowing.
Basis swaps are contracts which provide for both parties to receive floating
rates of interest according to different indices. All receive and pay amounts
applicable to Huntington's basis swaps are determined by LIBOR, the prime rate,
or other indices common to the banking industry. Certain basis swaps, with a
notional value of $700 million at December 31, 1994, have embedded written
periodic caps and, in some cases, purchased periodic floors. Also, embedded in
the receive fixed-generic swaps is $250 million of written caps.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
EXPIRING OR AMORTIZING IN
- ------------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1996 1997 1998 1999 THEREAFTER TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1994
Receive fixed-generic swaps
Notional value $134 $434 $600 -- $850 $400 $2,418
Weighted average receive rate 4.50% 4.22% 4.70% -- 7.76% 7.22% 6.10%
Weighted average pay rate 5.75% 5.94% 5.94% -- 5.98% 7.79% 6.25%

Receive fixed-amortizing swaps
Notional value $389 $216 $213 $198 $295 $178 $1,489
Weighted average receive rate 4.93% 4.93% 4.95% 5.19% 5.74% 5.66% 5.22%
Weighted average pay rate 5.70% 6.00% 5.98% 6.51% 5.97% 5.98% 5.98%

Pay fixed-generic swaps
Notional value $325 $1,608 -- -- -- -- $1,933
Weighted average receive rate 5.57% 5.91% -- -- -- -- 5.85%
Weighted average pay rate 5.19% 6.82% -- -- -- -- 6.54%

Basis swaps
Notional value $750 -- -- -- $250 -- $1,000
Weighted average receive rate 5.99% -- -- -- 6.19% -- 6.04%
Weighted average pay rate 6.08% -- -- -- 5.73% -- 5.99%
</TABLE>

F-28
<PAGE> 99
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
As of December 31, 1994, interest rate swaps were designated to the assets
and liabilities presented below.

The notional values of the swap portfolio represent contractually
determined amounts on which calculations of interest payments to be exchanged
are based. These notional values do not represent direct credit exposures. At
the end of the most recent twelve months, Huntington's credit risk from interest
rate swaps and other off-balance sheet financial instruments used for
asset/liability management purposes was $49.7 million, which is significantly
less than the notional value of the contracts, and represents the sum of the
aggregate fair value of positions that have become favorable to Huntington and
any accrued interest receivable due from counterparties. In order to minimize
the risk that a swap counterparty will not satisfy its interest payment
obligation under the terms of the contract, Huntington performs credit reviews
on all counterparties, restricts the number of counterparties used to a select
group of high quality institutions, obtains collateral, and enters into formal
netting arrangements. Huntington has never experienced any past due amounts from
a swap counterparty and does not anticipate non-performance in the future by any
such counterparties.

The second table on this page summarizes activity in the interest rate
swap portfolio and other off-balance sheet financial instruments used for
asset/liability management purposes during each of the last three years.

Terminations reflect the decisions made by ALCO to modify, refine, or
change balance sheet management strategies, as a result of either a change in
overall interest rate risk tolerances or changes in balance sheet composition.
During 1993, Huntington entered into basis swaps to protect a portion of its
prime based loan portfolio against an expected narrowing in the prime/LIBOR
spread. Based upon the market conditions over the past year

<TABLE>
<CAPTION>
DESIGNATED ASSETS/LIABILITIES
- ---------------------------------------------------------------------------------------------
SHORT-TERM LONG-TERM
(IN MILLIONS) SECURITIES LOANS DEPOSITS BORROWINGS DEBT TOTAL
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Receive fixed-generic $ 233 $1,350 $ 200 $ 135 $ 500 $2,418
Receive fixed-amortizing 198 727 549 -- 15 1,489
Pay fixed-generic -- -- -- 1,008 925 1,933
Basis -- 250 -- 750 -- 1,000
------ ------ ------ ------ ------ ------
Total $ 431 $2,327 $ 749 $1,893 $1,440 $6,840
====== ====== ====== ====== ====== ======
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PURCHASED
INTEREST RATE FORWARD
INTEREST INTEREST CAPS, COLLARS, DELIVERY
(IN MILLIONS) RATE SWAPS RATE FUTURES AND FLOORS CONTRACTS
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance December 31, 1991 $ 2,380 $ 138 $ 300 $ 669
Additions 3,677 1,775 2,525 4,963
Maturities/Amortization (505) (121) (100) (4,749)
Terminations (1,125) (535) (300) --
------- ------- -------- -------
Balance December 31, 1992 4,427 1,257 2,425 883
------- ------- -------- -------
Additions 6,585 1,556 2,320 7,064
Maturities/Amortization (1,210) (1,187) (2,625) (6,655)
Terminations (2,900) (1,123) (300) --
------- ------- -------- -------
Balance December 31, 1993 6,902 503 1,820 1,292
------- ------- -------- -------
Additions 3,492 5,802 860 1,065
Maturities/Amortization (904) (275) (1,250) (2,281)
Terminations (2,650) (6,014) (300) --
------- ------- -------- -------
Balance December 31, 1994 $ 6,840 $ 16 $ 1,130 $ 76
======= ======= ======== =======
</TABLE>

and Huntington's current interest rate forecast, a significant narrowing of the
spread between these indices is not expected in the foreseeable future.
Accordingly, basis swaps with a notional value of $1.5 billion were terminated
in December 1994. The realized loss of approximately $69.5 million is being
amortized over the 2.5 year remaining life of the original contracts.

Unrealized gains and losses on interest rate swaps are presented in the
table below. The combined net unrealized loss of $268.9 million at December 31,
1994, compares unfavorably with a net unrealized gain of $14.1 million at the
end of 1993. Short-term interest rate increases during 1994 have significantly
changed the fair value of the swap portfolio during the year. The unrealized
gains and losses on forward delivery contracts and other off-balance sheet
financial instruments used for asset/liability management purposes were not
significant at either period end.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
NOTIONAL UNREALIZED UNREALIZED NET UNREALIZED
(IN MILLIONS) VALUE GAINS LOSSES GAINS(LOSSES)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1994:

Receive fixed-generic swaps $2,418 $ -- $119.9 $(119.9)
Receive fixed-amortizing swaps 1,489 -- 123.0 (123.0)
------ ------ ------ -------
Total receive fixed swaps 3,907 -- 242.9 (242.9)
Less: Pay fixed-generic swaps 1,933 31.8 -- 31.8
------ ------ ------ -------
Net receive fixed position $1,974 $ 31.8 $242.9 $(211.1)
====== ====== ====== =======
Basis swaps $1,000 $ -- $ 57.8 $ (57.8)
====== ====== ====== =======
</TABLE>

F-29
<PAGE> 100
- --------------------------------------------------------------------------------

SHORT-TERM BANK NOTES
Balance at year-end ................................................. $ 640,000 $ 860,000 $ 20,000
Weighted average interest rate at year-end .......................... 5.55% 3.49% 3.25%
Maximum amount outstanding at month-end during the year ............. $ 785,000 $1,000,000 $ 40,000
Average amount outstanding during the year .......................... $ 637,055 $ 719,767 $ 9,508
Weighted average interest rate during the year ...................... 4.28% 3.55% 3.23%

MEDIUM-TERM BANK NOTES WITH ORIGINAL MATURITIES OF LESS THAN ONE YEAR
Balance at year-end ................................................. $ 624,000
Weighted average interest rate at year-end .......................... 5.55%
Maximum amount outstanding at month-end during the year ............. $ 724,000
Average amount outstanding during the year .......................... $ 501,225
Weighted average interest rate during the year ...................... 4.73%
</TABLE>

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The valuation of interest rate swap contracts is largely a function of the
financial market's expectations regarding the future direction of interest
rates. The recent high degree of market uncertainty surrounding short-term
interest rates has significantly contributed to the drop in the fair value of
Huntington's swap portfolio. However, current market values are not necessarily
indicative of the future impact of the swaps on net interest income. This will
depend, in large part, on the shape of the yield curve as well as interest rate
levels.

Including the effects of the basis swap terminations, Huntington had
deferred approximately $(74.1) million and $45.7 million, respectively, at
December 31, 1994 and 1993, of net realized (losses) gains from interest rate
swaps. The net losses as of the most recent year end are to be amortized as
yield adjustments over the remaining term of the original contracts, as
presented below. Deferred realized gains and losses on other off-balance sheet
financial instruments used for asset/liability management purposes were not
significant at either period end.

<TABLE>
<CAPTION>
- -------------------------------------------------------------
AMORTIZING IN
- -------------------------------------------------------------
(IN MILLIONS) 1995 1996 1997 TOTAL
- -------------------------------------------------------------
DECEMBER 31, 1994:
- -------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred gains $ 16.3 $ 7.4 $ 1.3 $ 25.0
Deferred losses (41.3) (41.3) (16.5) (99.1)
------ ------ ------ ------
Net losses $(25.0) $(33.9) $(15.2) $(74.1)
====== ====== ====== ======
</TABLE>

LIQUIDITY MANAGEMENT

Liquidity management is also a significant responsibility of ALCO. The goal
of ALCO in this regard is to maintain an optimum balance of maturities among
Huntington's assets and liabilities such that sufficient cash, or access to
cash, is available at all times to meet the needs of borrowers, depositors, and
creditors, as well as to fund corporate expansion and other activities. A chief
source of Huntington's liquidity is derived from the large retail deposit base
accessible by its extensive network of geographically dispersed banking
offices. Retail deposits and other core funding sources provided a

F-30
<PAGE> 101
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 12
- ------------------------------------------------------------------------------------------------------------------------------------
NON-PERFORMING ASSETS AND PAST DUE LOANS
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS) 1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans ................................ $ 41,929 $ 75,933 $ 87,541 $139,024 $100,899 $ 81,356
Renegotiated loans ............................... 2,550 1,254 2,508 5,491 9,447 3,969
-------- -------- -------- -------- -------- --------
Total Non-Performing Loans ....................... 44,479 77,187 90,049 144,515 110,346 85,325
-------- -------- -------- -------- -------- --------
Other real estate, net ........................... 51,909 62,446 73,130 99,646 57,467 17,897
-------- -------- -------- -------- -------- --------
Total Non-Performing Assets ...................... $ 96,388 $139,633 $163,179 $244,161 $167,813 $103,222
======== ======== ======== ======== ======== ========
Non-performing loans as a % of total loans ....... .36% .70% .95% 1.63% 1.27% 1.05%
Non-performing assets as a % of total loans and
other real estate ................................ .78% 1.27% 1.70% 2.72% 1.91% 1.27%
Allowance for loan losses as a % of non-performing
loans ........................................... 450.76% 274.44% 170.63% 93.26% 112.03% 106.70%
Allowance for loan losses and other real estate as
a % of non-performing assets ..................... 193.13% 143.41% 95.22% 56.53% 74.36% 88.20%
Accruing loans past due 90 days or more .......... $ 20,877 $ 25,550 $ 24,298 $ 36,270 $ 30,169 $ 32,169
======== ======== ======== ======== ======== ========
Accruing loans past due 90 days or more to total
loans ............................................ .17% .23% .26% .41% .35% .40%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: For 1994, the amount of interest income which would have been recorded
under the original terms for total loans classified as non-accrual or
renegotiated was $5.6 million. Amounts actually collected and recorded
as interest income for these loans totalled $1.7 million.

minimum of 70% of all funding needs in both 1994 and 1993. This core funding is
supplemented by Huntington's demonstrated ability to raise funds in capital
markets and to access national funds. During 1993, Huntington, through its lead
subsidiary, The Huntington National Bank, initiated a bank note program which
provides short and medium term funding. Significant additional funds were
generated under the bank note program over the most recent twelve months, and a
total of $1.9 billion was outstanding at year end. A similar program was begun
at the parent company in 1994 to fund certain non-banking activities, of which
$75 million was outstanding at year end. Huntington also has a fully available
$200 million line of credit which supports commercial paper borrowings and other
short-term working capital needs.

In addition, Huntington has significant asset liquidity from its sizeable
portfolio of securities available for sale, loans which may be securitized and
sold, and maturing investments. ALCO regularly monitors the liquidity position
and ensures that various alternative strategies exist to cover unanticipated
reductions in presently available funding sources. At December 31, 1994,
Huntington's liquidity was within all key parameters established by ALCO.

CREDIT RISK

Huntington's exposure to credit risk is managed through the use of
underwriting standards which emphasize "in-market" lending to established
borrowers. Highly leveraged transactions and industry or other concentrations
are avoided. The credit administration function also employs extensive
monitoring procedures to ensure problem loans are promptly identified and
adherence with corporate compliance policies. These procedures provide executive
management with information necessary to implement appropriate change and take
corrective action as needed.

Asset quality continues to improve. Net charge-offs as a percentage of
average total loans were .24% in 1994, compared with .32% in 1993 and .69% in
1992. Non-performing assets, which include loans that are no longer accruing
interest, loans that have been renegotiated based upon financial difficulties of
the borrower, and real estate acquired through foreclosure, have trended
significantly downward and are at their lowest level since 1989. The most
substantial decrease in non-performing loans occurred in the construction and
commercial real estate segments, which showed a combined reduction from 1993 of
$28.9 million, largely as a result of additional principal paydowns. An analysis
of the activity in other real estate (ORE) during the past three years follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------
(IN MILLIONS) 1994 1993 1992
- ------------------------------------------------------------------
<S> <C> <C> <C>
Beginning balance $89.1 $109.2 $107.1
Additions 29.3 15.9 50.0
Write-downs (6.6) (11.8) (24.3)
Sales (44.5) (24.2) (23.6)
----- ------ ------
Total ORE 67.3 89.1 109.2
ORE reserve (15.4) (26.7) (36.1)
----- ------ ------
Ending balance, net $51.9 $ 62.4 $ 73.1
===== ====== ======
</TABLE>

F-31
<PAGE> 102
- --------------------------------------------------------------------------------

NOTE: There are no loans outstanding which would be considered a
concentration of lending in any particular industry or group of
industries.

Huntington's management continues to aggressively pursue the sale of its
ORE to further reduce non-performing assets.

Huntington also has certain loans which are past due ninety days or more
but have not been placed on nonaccrual status. These loans, which total $20.9
million at year end 1994, are primarily consumer and residential real estate
loans that are considered well-secured and in the process of collection. There
were also loans outstanding of $51.5 million and $84.5 million, respectively, at
December 31, 1994 and 1993, that Huntington considers to be potential problem
credits and monitors closely for any further deterioration in borrower
performance.

All significant loan categories, except construction, experienced growth
during 1994, the most significant occurring in the consumer and leasing segments
of the portfolio which were up, in terms of average balances outstanding, 20.8%
and 31.1%, respectively. Huntington has enjoyed success in the installment
lending business for more than thirty years, and continues to increase its
market share through higher volumes from traditional banking offices,
complemented significantly by the additional market opportunities afforded by
The Huntington Acceptance Company, an indirect auto lending affiliate.
Huntington has achieved this growth without compromising credit quality, as its
indirect lending function uses sophisticated credit scoring systems, applies
consistent underwriting standards, and has a well-designed portfolio tracking
system. Over the past two years, net losses resulting from this segment of the
portfolio were only .21% and .20%, respectively, of related average loans.

Average commercial real estate loans as a percent of average total loans
increased only slightly from 11.2% in 1993 to 11.5% in 1994. This increase
represents additional extensions of credit to borrowers within the small to
middle markets for which the underlying collateral is typically owner-occupied
properties with a demonstrated trend of positive cash flows.

CAPITAL AND DIVIDENDS

Huntington places significant emphasis on the maintenance of strong
capital, which promotes investor confidence, provides access to the national
markets under favorable terms, and enhances the ability to capitalize on
business growth and acquisition opportunities. Capital is managed at each
subsidiary based upon the respective risks and growth opportunities, as well as
regulatory requirements.

Shareholders' equity at December 31, 1994 was approximately $1.4 billion,
up 6.6% from one year ago. Huntington's ratio of average equity to average
assets increased significantly over the last twelve months to 8.38%, compared
with 7.22% and 7.08%, respectively, in the two preceding years. In addition to
the increase in the ratio of average equity to average assets during 1994,
Huntington continues to show strength in each of the key regulatory capital
ratios. At December 31, 1994, the Tier 1 and total risk-based capital ratios
were 9.55% and 13.57%, respectively, and exceeded the corresponding minimum
levels to be considered "well capitalized" of 6% and 10%, respectively. These
same ratios one year ago were 9.60% and 14.02%, respectively. The year end Tier
1 leverage ratio of 7.99% also exceeded the minimum regulatory requirement of
5%, and compares favorably with the ratio at the end of 1993 of 7.03%.

Huntington increased its cash dividends to shareholders during 1994 to $.72
a share, which was 20% higher than the corresponding amount in 1993 of $.60 per
share. That increase, which resulted in a pay-out ratio during the most recent
year of 38.5%, was accompanied by the distribution of a five-for-four stock
split in July 1994.

Huntington also announced a con-

F-32
<PAGE> 103
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
tinuation of its common stock repurchase program during 1994, upon receiving
Board of Directors' authorization in July to acquire up to 5.0 million shares
(as adjusted for the July 1994 stock split) through open market purchases and
privately negotiated transactions. Approximately 1.3 million of the shares
repurchased pursuant to the 1994 authorization were reissued prior to year end
in connection with the acquisition of a thrift holding company. Certain shares
have also been reissued in connection with Huntington's dividend reinvestment,
stock purchase, stock option, and other benefit plans. The treasury stock on
hand at year end and all other shares to be repurchased pursuant to the 1994
authorization, of which 3.0 million shares remains available at December 31,
1994, are expected to be reissued as required by the terms and provisions of
these benefit plans.

NEW ACCOUNTING STANDARDS

On January 1, 1994, Huntington adopted Statement of Financial Accounting
Standards No. 115 (SFAS No. 115), "Accounting for Certain Investments in Debt
and Equity Securities." SFAS No. 115 requires entities to classify debt and
equity securities as either held to maturity, available for sale, or trading
securities. Held to maturity securities are recorded at amortized cost, whereas
available for sale securities and trading securities are carried at fair value.
The statement further requires that unrealized gains and losses on available for
sale securities be reported, net of tax, as a separate component of
shareholders' equity. At the date of adoption, the unrealized gain on available
for sale securities, net of applicable income taxes, increased Huntington's
equity by $67.2 million. During 1994, as market interest rates rose, the
available for sale portfolio depreciated in value, resulting in a year end
reduction of shareholders' equity of $63.3 million. In the latter part of 1993,
in anticipation of adopting SFAS No. 115, Huntington transferred the majority of
its securities to the available for sale category. Adoption of the new
accounting standard had no effect on earnings.

In May 1993, the Financial Accounting Standards Board (FASB) issued SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan", which applies to
financial statements for fiscal years beginning after December 15, 1994. SFAS
No. 114 requires that "impaired loans" be measured based upon the present value
of expected future cash flows discounted at the loan's effective interest rate
or, as a practical expedient, at the loan's observable market price or the fair
value of the collateral if the loan is collateral dependent. The adoption of
SFAS No. 114, which will occur in the first quarter of 1995, is not expected to
have a material effect on Huntington's consolidated financial statements.

The FASB has also issued an Exposure Draft (ED) dated June 1994,
"Accounting for Mortgage Servicing Rights and Excess Servicing Receivables and
for Securitization of Mortgage Loans", that would amend certain provisions of
SFAS No. 65, which currently governs the accounting for mortgage banking
activities. The most significant change proposed in the ED involves the
recognition of rights to service loans for others as separate assets, regardless
of whether purchased or originated. A final statement from the FASB is expected
in the first half of 1995, the provisions of which are expected to be applied
prospectively to transactions subsequent to the date of adoption. Because a
final pronouncement has not yet been issued, Huntington is unable to determine
the potential effects of the accounting change.

FOURTH QUARTER RESULTS

Net income for the fourth quarter of 1994 was $52.5 million, or $.41 per
share, compared with $63.4 million, or $.49 per share, in the same period last
year. ROA and ROE for the most recent quarter were 1.22% and 14.78%,
respectively, versus 1.44% and 19.60% in the final quarter of 1993.

Net interest income was $177.3 million in the final quarter of 1994, down
$31.7 million from the corresponding period of the prior year. Similarly, a
decrease occurred in the net interest margin, which was 4.54% and 5.24% in the
respective quarters. The downward pressures on net interest income which began
in the second quarter of 1994 continued into the fourth quarter of the year,
most notably in terms of reduced spreads in the rising rate environment and the
effects of initiatives undertaken by Huntington to reduce exposure to further
increases in interest rates.

The provision for loan losses was $2.5 million in the final quarter of the
year versus $15.3 million in the same period of 1993. The significant factors
which were noted earlier as contributing to the decrease on an annual basis are
also the principal considerations when comparing the quarterly results, as net
loan losses were only .31% of average loans in the three months ended December
31, 1994, and period end asset quality was strong.

Non-interest income was $54.7 million and $82.0 million, respectively, for
the quarters ended December 31, 1994 and 1993. Securities transactions were not
significant in either period. The sharp drop in fee income from mortgage banking
activities during the most recent year was most pronounced when comparing the
fourth quarter 1994 results with the corresponding amounts for 1993. For the

F-33
<PAGE> 104
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
quarter just ended, mortgage banking income was $8.6 million versus the record
level in the same quarter one year ago of $36.0 million. A $13.6 million
decrease in gains on the sale of servicing rights, coupled with a $9.4 million
decrease in origination fees, was the primary reason for this downturn. Income
from certain other fee-based activities such as investment management and sales
was also down when comparing these two quarters as a result of rising interest
rates.

Non-interest expenses of $150.5 million in the fourth quarter of 1994 were
12.6% less than the total for the corresponding period last year of $181.3
million. Personnel costs, including commissions, declined $10.5 million, or
13.2% largely because of lower loan production at Huntington's mortgage banking
subsidiary which resulted in staff reductions and decreased volume-based
compensation. Costs associated with ORE were down from the final quarter of
1993, as were legal and loan collection expenses, due to the continued
improvement in asset quality.

The provision for income taxes decreased considerably when comparing the
last three months of 1994 to the same period a year ago, principally because of
a drop in pre-tax earnings. A non-recurring charge of $4.0 million in the final
quarter of 1993 related to the conversion of an acquired thrift to a bank
charter was also a significant reason for the lower provision.

FOREIGN ACTIVITIES

Huntington has very limited foreign activities, consisting principally of
deposits accepted by its Cayman Islands branch. At December 31, 1994, Huntington
had no investments in foreign assets.

INFLATION

Huntington's assets and liabilities are principally monetary in nature.
Accordingly, its financial condition is affected by changes in interest rates to
a much greater degree than by inflation. Although interest rates are determined
in large measure by changes in the general level of inflation, they do not
change at the same rate or in the same magnitude, but rather react in
correlation with changes in the expected rate of inflation and changes to
monetary and fiscal policy. A financial institution's ability to react to
changes in interest rates is a better indicator of its ability to perform. More
information regarding the effects of changing interest rates appears in the
section "Interest Rate Risk and Liquidity Management".

F-34
<PAGE> 105
CONSOLIDATED AVERAGE BALANCES AND INTEREST RATES
(ANNUAL DATA)
- --------------------------------------------------------------------------------
Huntington
Bancshares
Incorporated
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FULLY TAX EQUIVALENT BASIS(1) 1994 1993
(IN MILLIONS OF DOLLARS) ---------------------------------- ---------------------------------
INTEREST INTEREST
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
---------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest bearing deposits in banks-foreign ............ -- -- -- $ 10 $ .5 4.38%
Interest bearing deposits in banks-domestic ........... $ 4 $ .3 7.57% 16 .6 4.02
Trading account securities ............................ 14 .9 6.16 10 .5 5.04
Federal funds sold and securities purchased
under resale agreements ............................. 115 5.0 4.32 78 2.6 3.36
Mortgages held for sale ............................... 367 25.9 7.06 827 60.2 7.28
Securities available for sale ......................... 2,944 180.7 6.14 1,359 81.6 6.00
Investment securities
U.S. Treasury and Federal agencies .................. 257 17.0 6.60 2,669 164.4 6.16
States and political subdivisions ................... 190 20.5 10.80 260 29.1 11.22
Other ............................................... 16 .9 5.71 171 8.9 5.21
------- -------- ------- --------
Total investment securities ...................... 463 38.4 8.29 3,100 202.4 6.53
------- -------- ------- --------
Loans
Commercial .......................................... 3,501 295.8 8.45 3,216 274.0 8.52
Tax-free ............................................ 64 6.4 9.92 77 7.3 9.41
Real estate
Construction ...................................... 298 23.1 7.75 368 26.1 7.09
Mortgage .......................................... 2,786 220.3 7.91 2,473 203.6 8.24
Consumer ............................................ 4,316 354.2 8.21 3,575 323.8 9.06
Lease financing ..................................... 556 40.8 7.34 424 34.4 8.11
------- -------- ------- --------
Total loans ....................................... 11,521 940.6 8.16 10,133 869.2 8.58
Allowance for loan losses/loan fees ............... 212 37.4 194 30.4
------- -------- ------- --------
Net Loans ......................................... 11,309 978.0 8.49 9,939 899.6 8.88
------- -------- ------- --------
Total earning assets .............................. 15,428 $1,229.2 7.97% 15,533 $1,248.0 8.03%
------- -------- ------- --------
Cash and due from banks ............................... 741 693
All other assets ...................................... 793 819
------- -------
TOTAL ASSETS .......................................... $16,750 $16,851
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits
Non-interest bearing ................................ $ 2,116 $ 2,141
Interest bearing .................................... 2,713 $ 59.9 2.21% 2,662 $ 63.7 2.39%
Savings deposits ...................................... 2,281 49.0 2.15 2,229 57.5 2.58
Certificates of deposit of $100,000 or more ........... 607 25.6 4.22 831 31.1 3.74
Other domestic time deposits .......................... 3,523 148.1 4.20 3,572 150.3 4.21
Foreign time deposits ................................. 286 12.2 4.25 455 15.0 3.30
------- -------- ------- --------
Total deposits ...................................... 11,526 294.8 3.13 11,890 317.6 3.26
------- -------- ------- --------
Short-term borrowings ................................. 2,629 106.7 4.06 2,825 89.4 3.17
Long-term debt ........................................ 928 62.2 6.71 640 33.1 5.18
------- -------- ------- --------
Interest bearing liabilities ........................ 12,967 $ 463.7 3.58% 13,214 $ 440.1 3.33%
------- -------- ------- --------
All other liabilities ................................. 264 280
Shareholders' equity .................................. 1,403 1,216
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............ $16,750 $16,851
======= =======
Net interest rate spread .............................. 4.39% 4.70%
Impact of non-interest bearing funds on margin ........ .57% .50%
NET INTEREST INCOME/MARGIN ............................ $ 765.5 4.96% $ 807.9 5.20%
======== ========
</TABLE>

(1) Fully tax equivalent yields are calculated assuming a 35% tax rate in
1994 and 1993 and a 34% tax rate in years 1989 through 1992.

Average loan balances include non-accruing loans. Loan income includes cash
received on non-accruing loans.

F-35
<PAGE> 106
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1992 1991 1990 1989
------------------------------- ------------------------------ ---------------------------- ---------------------------
Interest Interest Interest Interest
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate Balance Expense Rate
------------------------------ ------------------------------ ---------------------------- ----------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 54 $ 2.6 4.74% $ 10 $ .7 6.71% $ 3 $ .2 6.91% $ 33 $ 3.3 9.75%
27 1.4 5.15 42 3.1 7.47 60 5.2 8.80 72 6.6 9.29
22 1.2 5.43 27 1.8 6.83 9 .8 8.69 10 1.0 9.66

126 4.9 3.90 152 8.8 5.76 231 18.4 7.94 243 21.7 8.93
681 55.1 8.09 386 34.0 8.80 274 27.0 9.86 111 10.9 9.79
142 11.0 7.79 21 2.0 9.34 -- -- -- -- -- --

3,163 220.3 6.96 2,459 209.0 8.50 2,563 227.8 8.89 1,921 169.9 8.85
336 31.7 9.43 396 41.6 10.51 458 47.9 10.47 509 52.5 10.30
205 13.6 6.65 281 24.5 8.75 239 21.1 8.80 445 37.0 8.32
------- -------- ------- -------- ------- -------- ------ -------
3,704 265.6 7.17 3,136 275.1 8.77 3,260 296.8 9.10 2,875 259.4 9.02
------- -------- ------- -------- ------- -------- ------ -------

2,993 249.4 8.34 2,878 264.2 9.18 2,810 294.5 10.48 2,669 300.4 11.25
83 8.2 9.84 89 10.1 11.32 111 13.4 12.04 147 18.5 12.60

393 26.4 6.71 457 38.2 8.37 547 57.4 10.49 522 59.0 11.31
2,145 191.2 8.92 2,036 202.9 9.96 1,947 203.1 10.44 1,703 178.3 10.47
3,190 340.7 10.68 2,904 336.6 11.59 2,710 324.1 11.96 2,427 300.4 12.38
342 30.8 9.00 314 30.0 9.57 298 29.1 9.75 267 26.7 10.00
------- -------- ------- -------- ------- -------- ------- --------
9,146 846.7 9.26 8,678 882.0 10.16 8,423 921.6 10.94 7,735 883.3 11.42
144 28.6 131 19.2 100 18.1 84 16.1
------- -------- ------- -------- ------- -------- ------- --------
9,002 875.3 9.57 8,547 901.2 10.38 8,323 939.7 11.16 7,651 899.4 11.63
------- -------- ------- -------- ------- -------- ------- --------
13,902 $1,217.1 8.75% 12,452 $1,226.7 9.85% 12,260 $1,288.1 10.51% 11,079 $1,202.3 10.85%
------- -------- ------- -------- ------- -------- ------- --------
636 567 670 680
771 725 660 572
------- ------- ------- -------
$15,165 $13,613 $13,490 $12,247
======= ======= ======= =======

$ 1,749 1,401 $ 1,393 $ 1,365
2,513 $ 76.5 3.05% 2,210 $ 103.3 4.68% 2,070 $ 112.1 5.42% 2,017 $ 109.5 5.43%
1,770 64.1 3.62 1,326 64.9 4.89 1,228 61.3 4.99 1,198 60.1 5.01
1,251 56.7 4.53 1,523 100.1 6.57 1,714 142.8 8.34 1,648 149.2 9.06
4,066 206.8 5.09 4,223 288.5 6.83 3,894 307.1 7.89 3,244 265.4 8.18
153 5.7 3.73 69 3.8 5.56 40 3.2 7.85 34 3.2 9.45
------- -------- ------- -------- ------- --------- ------- --------
11,502 409.8 4.20 10,752 560.6 5.99 10,339 626.5 7.00 9,506 587.4 6.29
------- -------- ------- -------- ------- --------- ------- --------
2,062 72.9 3.54 1,406 81.2 5.77 1,731 136.5 7.89 1,431 124.7 8.72
300 22.1 7.36 219 18.4 8.41 201 17.8 8.88 204 18.3 8.95
------- -------- ------- -------- ------- --------- ------- --------
12,115 $ 504.8 4.17% 10,976 $ 660.2 6.01% 10,878 $ 780.8 7.18% 9,776 $ 730.4 7.47%
------- -------- ------- -------- ------- --------- ------- --------
227 259 302 291
1,074 977 917 815
------- ------- ------- -------
$15,165 $13,613 $13,490 $12,247
======= ======= ======= =======
4.58% 3.84% 3.33% 3.38%
.54% .71% .81% .88%
$ 712.3 5.12% $ 566.5 4.55% $ 507.3 4.14% $ 471.9 4.26%
======== ======== ========= ========
</TABLE>

F-36
<PAGE> 107
- -------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands of dollars) September 30, December 31, September 30,
1995 1994 1994
------------- ------------ -------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks ................................ $ 852,399 $ 885,327 $ 832,696
Interest bearing deposits in banks ..................... 1,259 3,059 2,168
Trading account securities ............................. 19,135 9,427 22,319
Federal funds sold and securities
purchased under resale agreements ................. 276,747 5,329 281,800
Mortgages held for sale ................................ 156,051 138,997 191,274
Securities available for sale - at fair value .......... 4,290,570 3,304,493 2,733,266
Investment securities - fair value $419,773; $474,147 ;
and $491,767, respectively ........................ 416,236 475,692 488,291
Total loans (1) ........................................ 13,457,831 12,264,436 11,871,412
Less allowance for loan losses .................... 198,573 200,492 205,964
----------- ----------- -----------
Net loans .............................................. 13,259,258 12,063,944 11,665,448
----------- ----------- -----------
Premises and equipment ................................. 296,708 288,793 287,897
Customers' acceptance liability ........................ 59,785 53,883 64,249
Accrued income and other assets ........................ 544,982 541,696 420,510
----------- ----------- -----------
TOTAL ASSETS ........................................... $20,173,130 $17,770,640 $16,989,918
=========== =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Total deposits (1) ..................................... $12,544,500 $11,965,067 $11,602,246
Short-term borrowings .................................. 4,047,206 2,898,201 2,661,627
Bank acceptances outstanding ........................... 59,785 53,883 64,249
Long-term debt ......................................... 1,622,411 1,214,052 1,088,134
Accrued expenses and other liabilities ................. 416,429 227,617 171,841
----------- ----------- -----------
Total Liabilities ................................. 18,690,331 16,358,820 15,588,097
----------- ----------- -----------

Shareholders' equity
Preferred stock - authorized 6,617,808 shares;
none outstanding
Common stock - without par value; authorized
200,000,000 shares; issued and outstanding
141,394,248; 131,119,504; and 130,540,584
shares, respectively ......................... 1,056,146 912,318 902,427
Less 6,877,908; 904,739; and 1,130,054
treasury shares, respectively ................ (144,262) (16,577) (22,952)
Capital surplus ................................... 235,661 215,084 217,056
Net unrealized gains (losses) on securities
available for sale ........................... 7,162 (63,289) (33,577)
Retained earnings ................................. 328,092 364,284 338,867
----------- ----------- -----------
Total Shareholders' Equity ........................ 1,482,799 1,411,820 1,401,821
----------- ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............. $20,173,130 $17,770,640 $16,989,918
=========== =========== ===========
</TABLE>

See notes to consolidated financial statements.
(1) See page F-43 for detail of total loans and total deposits.

F-37

<PAGE> 108

- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands of dollars, except per share amounts) THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1995 1994 1995 1994
Interest and fee income -------------------------------- -------------------------------
<S> <C> <C> <C> <C>
Loans ................................... $296,472 $248,330 $ 857,639 $716,340
Investment securities..................... 7,284 8,528 22,690 23,318
Securities available for sale ............ 70,410 38,308 188,469 133,281
Mortgages held for sale .................. 3,351 4,149 7,628 23,610
Other .................................... 342 2,409 4,033 4,297
----------- ----------- ----------- -----------
TOTAL INTEREST INCOME .............. 377,859 301,724 1,080,459 900,846
----------- ----------- ----------- -----------
Interest Expense
Deposits ................................. 111,549 74,485 313,207 212,112
Short-term borrowings .................... 57,054 27,297 156,763 70,993
Long-term debt ........................... 22,678 16,391 67,812 38,941
----------- ----------- ----------- -----------
TOTAL INTEREST EXPENSE .............. 191,281 118,173 537,782 322,046
----------- ----------- ----------- -----------
NET INTEREST INCOME ................. 186,578 183,551 542,677 578,800
----------- ----------- ----------- -----------
Provision for loan losses .................. 7,187 1,113 16,582 12,796
----------- ----------- ----------- -----------
NET INTEREST INCOME
AFTER PROVISION FOR LOAN LOSSES .... 179,391 182,438 526,095 566,004
----------- ----------- ----------- -----------
Total non-interest income (1)............... 61,204 53,793 180,029 171,444

Total non-interest expense (1).............. 138,850 151,356 426,957 449,990
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES ........ 101,745 84,875 279,167 287,458

Provision for income taxes.................. 35,808 28,973 100,207 97,361
----------- ----------- ----------- -----------
NET INCOME .................. $ 65,937 $ 55,902 $ 178,960 $190,097
=========== =========== =========== ===========

PER COMMON SHARE (2)
Net income ............................ $0.48 $0.41 $1.29 $1.40

Cash dividends declared................ $0.20 $0.19 $0.58 $0.49

AVERAGE COMMON SHARES OUTSTANDING .......... 137,182,768 136,107,853 139,112,764 136,257,881
</TABLE>

See notes to consolidated financial statements.
(1) See page F-44 for detail of non-interest income and non-interest expense.
(2) Adjusted for the five percent stock dividend distributed July 31, 1995.

F-38
<PAGE> 109

- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
NET
UNREALIZED
GAINS
COMMON COMMON TREASURY TREASURY CAPITAL (LOSSES) ON RETAINED
SHARES STOCK SHARES STOCK SURPLUS SECURITIES EARNINGS TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nine Months Ended September 30, 1994:
BALANCE, BEGINNING
OF PERIOD ............... 104,411 $ 902,107 (608) $ (15,290) $216,168 -- $ 221,652 $1,324,637
Change in
accounting method
for securities ....... $ 65,548 1,624 67,172
Net income ............. 190,097 190,097
Cash dividends declared
($.49 per share) .... (67,447) (67,447)
Five-for-four
stock split ......... 26,088 (160)
Stock options
exercised ........... 279 6,394 721 (5,470) 1,645
Treasury shares
purchased ........... (1,798) (42,127) (42,127)
Treasury shares sold:
Shareholder dividend
reinvestment plan .. 752 18,417 30 (1,298) 17,149
Employee stock purchase
and other plans ... 405 9,654 137 (291) 9,500
Conversion of convertible
notes ............. 41 320 320
Change in net unrealized
gains (losses) on
securities available
for sale ............ (99,125) (99,125)
-------- --------- ------- --------- --------- -------- --------- -----------
BALANCE, END OF PERIOD ... 130,540 $902,427 (1,130) $(22,952) $217,056 $(33,577) $338,867 $1,401,821
======== ========= ======= ========= ========= ======== ========= ===========

Nine Months Ended September 30, 1995:
BALANCE, BEGINNING
OF PERIOD .............. 131,120 $ 912,318 (905) $ (16,577) $215,084 $ (63,289) $ 364,284 $1,411,820
Stock issued for
acquisitions ....... 3,510 3,434 20,061 (985) 8,474 30,984
Net income ........... 178,960 178,960
Cash dividend declared
($.58 per share) ... (79,852) (79,852)
5% stock dividend .... 6,732 140,146 (45) (140,272) (126)
Stock options
exercised ........... 184 3,233 76 (2,342) 967
Treasury shares
purchased ........... (7,726) (159,368) (159,368)
Treasury shares sold:
Shareholder
dividend reinvestment
plan .............. 1,213 21,434 310 (1,114) 20,630
Employee stock purchase
and other plans ... 401 7,016 130 (46) 7,100
Conversion of convertible
notes ................ 32 248 248
Change in net unrealized
gains (losses) on securities
available for sale ... 71,436 71,436
-------- --------- ------- --------- --------- -------- --------- -----------
BALANCE, END OF PERIOD .... 141,394 $1,056,146 (6,878) $ (144,262) $235,661 $ 7,162 $328,092 $1,482,799
======== ========= ======= ========= ========= ======== ========= ===========
</TABLE>

See notes to consolidated financial statements.

F-39
<PAGE> 110

- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands of dollars) NINE MONTHS ENDED SEPTEMBER 30,
1995 1994
----------- -------------
OPERATING ACTIVITIES
<S> <C> <C>
Net Income....................................................... $ 178,960 $ 190,097
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for loan losses................................... 16,582 12,796
Provision for other real estate............................. (2,263) (2,889)
Provision for depreciation and amortization................. 47,182 66,378
Deferred income tax expense................................. 18,034 24,500
Increase in trading account securities...................... (9,708) (355)
(Increase) decrease in mortgages held for sale.............. (17,054) 841,064
Net gains on sales of securities available for sale......... (8,142) (2,545)
Net gains on calls of investment securities................. (612) (104)
(Increase) decrease in accrued income receivable............ (26,900) 13,060
Net (increase) decrease in other assets..................... (28,534) 52,387
Increase (decrease) in accrued expenses..................... 114,417 (29,411)
Net increase (decrease) in other liabilities................ 16,953 (67,736)
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES........... 298,915 1,097,242
---------- ----------

INVESTING ACTIVITIES
Decrease in interest bearing deposits in banks.................. 1,800 10,442
Proceeds from:
Maturities of investment securities........................... 27,106 20,797
Maturities of securities available for sale................... 212,750 239,777
Calls of investment securities................................ 34,686 44,459
Sales and calls of securities available for sale.............. 2,388,018 2,195,640
Purchases of:
Investment securities......................................... (2,660) (222,352)
Securities available for sale................................. (3,377,820) (1,356,416)
Net loan originations............................................. (1,071,526) (952,145)
Proceeds from disposal of premises and equipment.................. 2,344 833
Purchases of premises and equipment............................... (23,255) (19,511)
Proceeds from sales of other real estate.......................... 26,446 26,968
Net cash received from purchase/sale of subsidiaries.............. 148,490 --
---------- ----------
NET CASH USED FOR INVESTING ACTIVITIES................ (1,633,621) (11,508)
---------- ----------

FINANCING ACTIVITIES
Increase (decrease) in total deposits........................... 231,223 (424,786)
Increase (decrease) in short-term borrowings.................... 1,144,187 (533,836)
Proceeds from issuance of long-term debt........................ 590,000 350,000
Payment of long-term debt....................................... (181,565) (26,415)
Dividends on common stock....................................... (59,348) (50,298)
Acquisition of treasury stock................................... (159,368) (42,127)
Sales of treasury stock......................................... 7,100 9,500
Proceeds from exercise of stock options......................... 967 1,645
---------- ----------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES.. 1,573,196 (716,317)
---------- ----------
CHANGE IN CASH AND CASH EQUIVALENTS................... 238,490 369,417
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...... 890,656 745,079
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............ $1,129,146 $1,114,496
========== ==========
</TABLE>

See notes to consolidated financial statements.

F-40

<PAGE> 111

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

A. The accompanying unaudited consolidated financial statements reflect
all adjustments (consisting of normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the results for the
interim periods. The Notes to the Consolidated Financial Statements appearing in
Huntington's 1994 Annual Report to Shareholders should be read in conjunction
with these interim financial statements.

B. On January 1, 1995, Huntington adopted Financial Accounting Standards
Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan" (FAS
114), as amended by FAS 118. Under the new rules, the 1995 allowance for loan
losses related to loans that are identified for evaluation in accordance with
FAS 114 is based on discounted cash flows using the loan's initial effective
interest rate or the fair value of the collateral for collateral-dependent
loans. Prior to 1995, the allowance for loan losses related to these loans was
based on undiscounted cash flows or the fair value of the collateral for
collateral-dependent loans. Huntington uses the cost recovery method in
accounting for cash received on non-accrual loans. Under this method, cash
receipts are generally applied entirely against principal until the loan has
been collected in full, after which time any additional cash receipts are
recognized as interest income.

Under FAS 114, $20.7 million of non-performing loans are considered
impaired. Included in this amount is $13.3 million of impaired loans for which
the related allowance for loan losses is $7.9 million and $7.4 million of
impaired loans that as a result of write-downs do not have an allowance for
loan losses.

As more fully described in Management's Discussion and Analysis,
Huntington also adopted FAS 122, "Accounting for Mortgage Servicing Rights", in
the third quarter of 1995. The adoption of FAS 122 did not have a material
effect on Huntington's consolidated financial statements.

C. Huntington acquired Security National Corporation (Security), a $189
million one-bank holding company headquartered in Maitland, Florida on May 1,
1995, and Reliance Bank of Florida (Reliance), a $98 million bank headquartered
in Melbourne, Florida on May 16, 1995. Huntington issued approximately 3.5
million shares of common stock in exchange for all the common stock of Security
and Reliance. Prior year financial statements were not restated for these
immaterial pooling-of-interests transactions. On July 16, 1995, Huntington
consummated the acquisition of First Seminole Bank (First Seminole), a $51
million bank headquartered in Lake Mary, Florida. Huntington paid cash of $8.4
million for all of the stock of First Seminole in a transaction accounted for as
a purchase.

In August 1995, Huntington entered into a merger agreement with Peoples
Bank of Lakeland (Peoples), a $534 million commercial bank headquartered in
Lakeland, Florida. Huntington is to exchange a combination of its common stock
and cash for the outstanding common stock of Peoples in a purchase transaction.
The acquisition is expected to be completed in January 1996, subject to approval
by Peoples shareholders and applicable regulatory authorities.

F-41
<PAGE> 112

D. Per common share amounts have been calculated based on the weighted
average number of common shares outstanding in each period, adjusted for the
five percent stock dividend issued July 31, 1995. The dilutive effects of
unexercised stock options and convertible debentures were not significant for
any period presented.

E. Certain amounts in the prior year's financial statements have been
reclassified to conform with the 1995 presentation. These reclassifications had
no effect on net income.

F-42
<PAGE> 113

- --------------------------------------------------------------------------------
FINANCIAL REVIEW

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
LOAN PORTFOLIO COMPOSITION
- --------------------------------------------------------------------------------------------------
(in thousands of dollars) SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1995 1994 1994
------------- ------------ -------------
<S> <C> <C> <C>
Commercial .................................... $ 4,106,763 $ 3,610,892 $ 3,566,660
Tax-free ...................................... 53,539 58,006 60,403
Real Estate
Construction.............................. 364,721 304,769 286,999
Commercial................................ 1,540,534 1,378,398 1,373,936
Residential............................... 1,546,754 1,624,367 1,465,988
Consumer ...................................... 5,059,492 4,641,946 4,523,251
Lease financing................................ 786,028 646,058 594,175
----------- ----------- -----------
TOTAL LOANS............................... $13,457,831 $12,264,436 $11,871,412
=========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
DEPOSIT COMPOSITION
- --------------------------------------------------------------------------------------------------
(in thousands of dollars) SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1995 1994 1994
------------- ------------ -------------
<S> <C> <C> <C>
Demand deposits
Non-interest bearing ..................... $ 1,989,624 $ 2,169,095 $ 2,062,806
Interest bearing ......................... 2,686,800 2,646,785 2,632,437
Savings deposits .............................. 2,118,333 2,227,406 2,308,881
Certificates of deposit of $100,000 or more.... 916,157 605,763 582,991
Other domestic time deposits .................. 4,523,528 3,909,061 3,589,791
Foreign time deposits ................ 310,058 406,957 425,340
----------- ----------- -----------
TOTAL DEPOSITS .................. $12,544,500 $11,965,067 $11,602,246
=========== =========== ===========
</TABLE>
F-43
<PAGE> 114

- --------------------------------------------------------------------------------
FINANCIAL REVIEW

- --------------------------------------------------------------------------------
ANALYSIS OF NON-INTEREST INCOME
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands of dollars) THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, PERCENT SEPTEMBER 30, PERCENT
1995 1994 CHANGE 1995 1994 CHANGE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts.... $21,109 $19,628 7.55% $ 64,110 $ 57,419 11.65%
Mortgage banking ...................... 9,678 9,246 4.67 28,278 41,737 (32.25)
Trust services ........................ 7,312 6,732 8.62 22,953 21,762 5.47
Credit card fees ...................... 5,939 5,846 1.59 16,305 15,126 7.79
Securities gains ...................... 2,315 648 N.M. 8,754 2,649 N.M.
Investment product sales .............. 2,159 1,694 27.45 5,829 5,317 9.63
Other ................................. 12,692 9,999 26.93 33,800 27,434 23.20
------- ------- -------- --------
TOTAL NON-INTEREST INCOME ............. $61,204 $53,793 13.78% $180,029 $171,444 5.01%
======= ======= ======== ========
</TABLE>

- --------------------------------------------------------------------------------
ANALYSIS OF NON-INTEREST EXPENSE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands of dollars) THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, PERCENT SEPTEMBER 30, PERCENT
1995 1994 CHANGE 1995 1994 CHANGE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Salaries .............................. $ 54,391 $ 57,740 (5.80)% $165,473 $172,354 (3.99)%
Commissions ........................... 3,074 3,547 (13.34) 6,694 9,252 (27.65)
Employee benefits ..................... 13,958 13,388 4.26 45,038 45,067 (0.06)
Net occupancy ......................... 10,039 10,593 (5.23) 30,804 30,329 1.57
Equipment ............................. 9,470 9,651 (1.88) 28,865 28,641 0.78
FDIC insurance ........................ 5,807 5,992 (3.09) 18,892 19,053 (0.85)
Printing and supplies ................. 3,508 3,734 (6.05) 10,442 10,910 (4.29)
Credit card ........................... 3,398 3,777 (10.03) 9,712 10,067 (3.53)
Advertising ........................... 3,149 2,684 17.32 9,092 11,168 (18.59)
Legal and loan collection.............. 1,857 1,719 8.03 5,885 4,928 19.42
Other ................................. 30,199 38,531 (21.62) 96,060 108,221 (11.24)
-------- -------- -------- --------
TOTAL NON-INTEREST EXPENSE............. $138,850 $151,356 (8.26)% $426,957 $449,990 (5.12)%
======== ======== ======== ========
</TABLE>

N.M. - Not meaningful

F-44
<PAGE> 115

Management's Discussion and Analysis

OVERVIEW

Huntington reported net income of $65.9 million, or $.48 per share, for
the third quarter of 1995 compared with $55.9 million, or $.41 per share, for
the same period last year. For the first nine months of the year, net income was
$179.0 million, or $1.29 per share, versus $190.1 million, or $1.40 per share,
in the first nine months of 1994.

Huntington achieved returns on average assets (ROA) of 1.34% and 1.27%
in the third quarter and first nine months, respectively, of 1995 and returns on
average equity (ROE) of 17.03% and 15.75% in these same periods. ROA was 1.35%
and 1.53% and ROE was 15.77% and 18.14% for the comparable periods in 1994.

The increase in earnings for the recent quarter compared with the same
three months of last year is principally the result of Huntington's strong loan
growth and effective management of non-interest expenses. This improvement
follows the downturn in earnings experienced by Huntington during the second
half of 1994 and represents the third consecutive quarter of increased net
income. Huntington also continues to benefit from its exceptional asset quality
and solid capital position.

Total assets were $20.2 billion at September 30, 1995, up 13.5% from
December 31, 1994, and 18.7% from one year ago. Average total loans grew to
$13.2 billion for the third quarter of the year, compared with $11.7 billion for
the same period last year. Securities available for sale were $4.3 billion at
the most recent quarter end versus $2.7 billion at September 30, 1994. This
increase was the result of programs directed by Huntington's Asset/Liability
Management Committee (ALCO) to neutralize the interest rate risk exposure
arising from customer-driven business sectors.

Total deposits at September 30, 1995, of $12.5 billion were higher than
both December 31 and September 30, 1994, principally because of bank
acquisitions consummated during 1995 and an increase in time deposits of
$100,000 or more. The mix of deposits has also changed, as retail customers have
shifted their investment preferences, opting for the higher yields available
through certificates of deposit. Huntington's short-term and long-term
borrowings are up from a year ago, largely as a result of increased purchases of
term federal funds and additional notes issued by its lead subsidiary, The
Huntington National Bank.

Shareholders' equity was $1.5 billion at the recent quarter end.
Huntington's regulatory capital ratios, including those of its bank
subsidiaries, show continued strength and exceed the levels established for
well-capitalized institutions.
F-45
<PAGE> 116

NET INTEREST INCOME

For the quarter ended September 30, 1995, Huntington reported net
interest income of $186.6 million, compared with $183.6 million for the same
period last year. Net interest income was $542.7 million in the first nine
months of the year versus $578.8 million in the corresponding period of 1994.
The net interest margin, on a fully tax equivalent basis, was 4.18% and 4.21%,
respectively, for the three and nine months ended September 30, 1995. For the
same periods one year ago, the margin was 4.89% and 5.11%, respectively. Though
spreads available in the marketplace remained narrow, net interest income was up
quarter-to-quarter as loan growth and purchases of investment securities fueled
a 19.0% increase in average earning assets. Huntington anticipates that the
margin will continue to decline in the fourth quarter, primarily due to the
larger securities portfolio, competitive pressure on loan pricing, and changes
in deposit mix.

INTEREST RATE RISK MANAGEMENT

Huntington seeks to achieve consistent growth in net interest income and
net income while managing volatility arising from shifts in interest rates. This
is accomplished with the oversight of ALCO, which is comprised of key members of
executive management. ALCO establishes policies and operating limits that govern
the management of interest rate and market risk as well as ensure maintenance of
adequate liquidity. Both on- and off-balance sheet strategies and programs are
regularly reviewed and monitored to confirm their consistency with balance sheet
objectives and their appropriateness in light of changing market and business
conditions.

Active and effective management of interest rate risk requires the use
of a variety of financial instruments and funding sources. On-balance sheet
investment and funding vehicles, along with off-balance sheet financial
instruments such as interest rate swaps, interest rate caps/floors, and
financial futures represent the primary means by which Huntington responds to
the balance sheet mismatches created by customer loan and deposit preferences
and to changing market conditions.

Huntington monitors its interest rate risk exposure by measuring the
amount that net interest income will change over a twelve to twenty-four month
period given a directional shift in interest rates. Estimated net interest
income-at-risk is determined using multiple interest rate and balance sheet
scenarios to provide management a range of possible outcomes for evaluating its
risk tolerance.

At September 30, 1995, the results of Huntington's internal interest
sensitivity analysis indicated that net interest income would be relatively
unchanged by a 100 basis points increase or decrease in the federal funds rate
(assuming the change occurs evenly over the next year and that corresponding
changes in other market rates occur as forecasted). A decrease of 200 basis
points could reduce net interest income by approximately .9%. Underlying these
estimates is the assumption that certain core deposits, which have not repriced
upward during the last 300 basis

F-46
<PAGE> 117

point increase in short-term rates, will not reprice downward in a falling rate
environment. A 200 basis points increase in rates could result in a decrease in
net interest income of .2% to 1.6%. Huntington uses a range in measuring its
"at-risk" position in a rising rate scenario because of varying assumptions
regarding the volume and rate behaviors of certain loans and core deposits.

Interest rate swaps are the principal off-balance sheet vehicles used by
Huntington for interest rate risk management. The overall swap strategy has
enabled Huntington to lower the costs of raising wholesale liabilities and has
allowed management to synthetically alter, or customize, the repricing
characteristics of selected on-balance sheet financial instruments. "Asset
conversion swaps" are used by Huntington to convert variable rate loans and
other floating rate assets to fixed rate assets. Similarly, "liability
conversion swaps" have been used to change the repricing characteristics of
various on-balance sheet liabilities, primarily in connection with ALCO programs
to lower the cost of raising wholesale liabilities. "Basis swaps" represent
contracts in which both parties receive floating rates of interest according to
different indices and are used to protect against changes in spreads. Financial
futures and interest rate caps/floors, as well as forward delivery contracts
purchased in connection with mortgage banking activities, are also integral to
risk management. These off-balance sheet financial instruments are often
preferable to securities or other on-balance sheet alternatives because, though
they provide similar protection against interest rate movements, they require
less capital and preserve liquidity.

In the third quarter of 1995, interest rate swaps and other off-balance
sheet financial instruments used for risk management purposes reduced interest
income by $9.5 million and increased interest expense by $3.8 million. On a
year-to-date basis, the decrease in interest income was $22.2 million and
interest expense increased $16.8 million. For the same periods last year, these
products increased interest income by $5.3 million and $27.5 million and
increased (decreased) interest expense by $.8 million and ($12.9) million.
Included in the preceding amounts is amortization of deferred gains and losses
from terminated contracts, that decreased net interest income by $8.9 million
for the most recent quarter and $18.6 million for the first nine months of 1995,
and increased net interest income by $5.9 million and $19.2 million,
respectively, in the three and nine months ended September 30, 1994. Expressed
in terms of the net interest margin, the effect of the off-balance sheet
portfolio was a reduction of 29 basis points and 30 basis points, respectively,
for the third quarter and first nine months of 1995 versus an addition of 12
basis points and 35 basis points in the corresponding periods one year ago.

The following table illustrates the approximate market values, estimated
maturities and weighted average rates of the interest rate swaps used by
Huntington in its interest rate risk management program. The valuation of
interest rate swap contracts is largely a function of the financial market's
expectations regarding the future direction of interest rates. Since year end,
expectations regarding the future direction of interest rates have shifted, with
the marketplace now anticipating flat to slightly lower short-term rates over
the next several months versus the expectations which prevailed at the end of
1994 for significantly higher rates. Consequently, the net unrealized loss of
$29.6 million at the end of September 1995 was down considerably from $268.9
million at December 31, 1994. The market values at the most recent quarter end
are not necessarily indicative of the future impact of the swaps on net interest
income. This will depend,

F-47
<PAGE> 118

in large part, on the shape of the yield curve as well as interest rate levels.
Management has made no assumptions with respect to future changes in interest
rates for purposes of the variable rate information and the indexed amortizing
swap maturities presented below.

<TABLE>
<CAPTION>
Average Average Rate
Notional Maturity Market ------------
(dollars in millions) Value (years) Value Receive Pay
- --------------------- -------- -------- ------ ------- ---
September 30, 1995:

<S> <C> <C> <C> <C> <C>
ASSET CONVERSION SWAPS

Receive fixed $ 809 2.44 ($ 6.8) 5.59% 5.89%
Receive fixed-amortizing 395 2.49 ( 6.2) 5.58 5.88
------ ------
TOTAL ASSET CONVERSION SWAPS $1,204 2.46 ($13.0) 5.59% 5.89%
====== ======

LIABILITY CONVERSION SWAPS

Receive fixed $1,016 3.53 $ 15.1 6.28% 5.84%
Receive fixed-amortizing 283 2.73 ( 6.9) 5.39 5.83
Pay fixed 2,258 .83 ( 21.2) 5.91 7.01
------ ------
TOTAL LIABILITY CONVERSION SWAPS $3,557 1.75 ($13.0) 5.98% 6.58%
====== ======

BASIS PROTECTION SWAPS $ 700 1.33 ($ 3.6) 6.14% 6.02%
====== ======
</TABLE>

The pay rates on Huntington's receive fixed swaps vary based on
movements in the applicable London inter-bank offered rate (LIBOR). Receive
fixed liability conversion swaps with a notional value of $150 million have
embedded written LIBOR-based caps. Also, receive fixed liability conversion
swaps with a notional value of $415 million and receive fixed asset conversion
swaps with a notional value of $200 million have embedded written LIBOR-based
call options. The portfolio of amortizing swaps consists of contracts with
notional values that are indexed to the prepayment experience of a specified
pool of mortgage loans, LIBOR or Constant Maturity U.S. Treasury yields (CMT).
As market interest rates change, the amortization of the notional values will
also change, generally slowing as rates increase and accelerating when rates
fall. Basis swaps are contracts which provide for both parties to receive
floating rates of interest according to different indices. All receive and pay
amounts applicable to Huntington's basis swaps are determined by LIBOR, the
prime rate, or other indices common to the banking industry. The basis swaps
have embedded written periodic caps and, in some cases, purchased periodic
floors.

F-48
<PAGE> 119

reviews on all counterparties, restricts the number of counterparties used to a
select group of high quality institutions, obtains collateral, and enters into
formal netting arrangements. Huntington has never experienced any past due
amounts from a swap counterparty and does not anticipate non-performance in the
future by any such counterparties.

The following table summarizes activity in the interest rate swap
portfolio used for asset/liability management purposes during the quarter and
nine months ended September 30, 1995 and 1994:

<TABLE>
<CAPTION>
Asset Liability Basis
Conversion Conversion Protection
----------------------------------------
(in millions)

<S> <C> <C> <C>
Balance at June 30, 1995 $ 1,307 $3,357 $ 700
Additions --- 465 ---
Maturities/Amortization (78) (265) ---
Terminations (25) --- ---
------- ------ ------
Balance at September 30, 1995 $ 1,204 $3,557 $ 700
======= ====== ======

Balance at June 30, 1994 $ 1,863 $1,851 $2,900
Additions 250 780 ---
Maturities/Amortization (5) (40) (100)
Terminations (200) --- (250)
------- ------ ------
Balance at September 30, 1994 $ 1,908 $2,591 $2,550
======= ====== ======

Balance at December 31, 1994 $ 2,508 $3,332 $1,000
Additions --- 1,040 ---
Maturities/Amortization (109) (481) (300)
Terminations (1,195) (334) ---
------- ------ ------
Balance at September 30, 1995 $ 1,204 $3,557 $ 700
======= ====== ======

Balance at December 31, 1993 $ 2,281 $1,821 $2,800
Additions 463 995 350
Maturities/Amortization (236) (225) (100)
Terminations (600) --- (500)
------- ------ ------
Balance at September 30, 1994 $ 1,908 $2,591 $2,550
======= ====== ======
</TABLE>

Terminations reflect the decisions made by ALCO to modify, refine, or
change balance sheet management strategies, as a result of either a change in
overall interest rate risk tolerances or changes in balance sheet composition.
The terminations that occurred in the first three quarters of 1995 were
associated with ALCO directed programs to realign Huntington's interest rate
sensitivity posture in light of prevailing economic and market conditions and
trends in the customer-driven balance sheet. At September 30, 1995, Huntington
had deferred approximately

F-49
<PAGE> 120

$45.3 million of net realized losses from terminated interest rate swaps, which
are to be amortized as yield adjustments over the remaining term of the original
contracts, as presented below.

<TABLE>
<CAPTION>
Amortizing In
-------------------------------------------------------------
1995 1996 1997 1998 1999 Total
---- ---- ---- ---- ---- -----
(in millions)
<S> <C> <C> <C> <C> <C> <C>
SEPTEMBER 30, 1995:
Deferred gains $ 4.5 $ 15.0 $ 8.3 $ 7.0 $5.7 $ 40.5
Deferred losses (13.3) (51.4) (19.4) (1.3) (.4) (85.8)
------ ------ ------ ----- ---- ------
Net (losses) gains $ (8.8) $(36.4) $(11.1) $ 5.7 $5.3 $(45.3)
====== ====== ====== ===== ==== ======
</TABLE>

The total notional amount of off-balance sheet instruments used by
Huntington on behalf of customers (for which the related interest rate risk is
offset by third party contracts) was $454 million at September 30, 1995. Total
credit exposure from such contracts, represented by those instruments with a
positive fair value, was $1.7 million at the most recent quarter end. These
separate activities, which are accounted for at fair value, are not a
significant part of Huntington's operations. Accordingly, they have been
excluded from the above discussion of off-balance sheet financial instruments
and the related tables.

NON-INTEREST INCOME

Non-interest income, exclusive of securities transactions, for the third
quarter and first nine months of 1995 was $58.9 million and $171.3 million,
compared with $53.1 million and $168.8 million for the corresponding periods one
year ago. The quarter-to-quarter increase was driven by improvements in all
major categories. Huntington's non-interest income also showed broad-based
growth on a year-to-date basis, as increased service charges on deposits, credit
card fees, trust revenues, and other income more than offset a 32.3% decline in
mortgage banking income (see following table for an analysis of mortgage banking
income). Other non-interest income was up during the respective periods
principally as a result of increased trading account profits and higher income
from certain fee based initiatives.

During the first nine months of 1995, Huntington realized net gains from
securities transactions of $8.8 million. The majority of these gains resulted
from the sale of callable agency securities, the proceeds from which were
reinvested into securities of moderately longer duration.

F-50
<PAGE> 121

The major components of mortgage banking income were as follows:

<TABLE>
<CAPTION>
Third Quarter Nine Months
------------------- --------------------
1995 1994 1995 1994
------ ------- ------- -------
(in thousands)

<S> <C> <C> <C> <C>
Net servicing fees $3,334 $ 5,576 $11,720 $16,913
Fee income 1,363 2,393 3,611 11,849
Gain on sale of
servicing rights --- 2,981 5,295 10,745
Other income (expense) 4,981 (1,704) 7,652 2,230
------ ------- ------- -------
$9,678 $ 9,246 $28,278 $41,737
====== ======= ======= =======
</TABLE>

Net servicing fees in the third quarter and first nine months of 1995
were considerably less than the amounts reported in the corresponding periods of
last year, principally because of sales of servicing rights. A summary of the
servicing portfolio follows:

<TABLE>
<CAPTION>
As of September 30,
1995 1994
---- ----

(in thousands of dollars)

<S> <C> <C>
Loan principal $5,169,294 $6,627,351
Weighted average:
Coupon rate 8.11% 8.15%
Contractual maturity 20 yrs. 21 yrs.
</TABLE>

The decrease in fee income reflected in the above table is the result of
a significant drop in mortgage loan production, as the decline in origination
volumes that began in 1994 (and was much more pronounced in the second half of
the year) continued into 1995.

During the most recent quarter, Huntington sold no servicing rights,
compared with sales in the same period of 1994 of $700 million. For the nine
months ended September 30, 1995, $421 million of servicing rights were sold,
versus $1.9 billion in the first three quarters of last year.

Other mortgage banking income is up largely because of the adoption of
Financial Accounting Standards Board Statement No. 122, "Accounting for Mortgage
Servicing Rights" (FAS 122) in the third quarter of 1995. FAS 122, an amendment
of Statement 65, requires the recognition of rights to service loans for others
as separate assets, however those servicing rights are acquired. FAS 122 also
requires that a mortgage banking enterprise assess its capitalized servicing
rights for impairment based on the fair value of those rights, using a
disaggregated approach for mortgage servicing rights that are capitalized after
adoption of the new standard. The increased income from FAS 122 implementation
relates primarily to 1995 sales of retail loan production for which the retained
servicing rights were capitalized. Other mortgage banking

F-51
<PAGE> 122

income in the third quarter of 1994 was adversely affected by the lower of cost
or market value adjustment with respect to mortgages held for sale.

NON-INTEREST EXPENSE

Non-interest expense in the third quarter of 1995 was $138.9 million,
down 8.3% from the same three months in 1994. This represents the fourth
consecutive quarter that non-interest expense has been reduced. A decline in
non-interest expense of 5.1% occurred from the first nine months of 1994 to the
corresponding period this year. These decreases were a direct result of
initiatives begun in 1994 to reduce operating costs by restructuring certain
business activities, including the retail delivery system and the mortgage
company. Moreover, these cost reductions were achieved despite the completion of
three bank acquisitions during 1995 and were primarily attributable to reduced
personnel costs.

PROVISION FOR INCOME TAXES

The provision for income taxes was $35.8 million in the most recent
quarter, an increase of 23.6% from the same period one year ago. For the first
nine months of the year, the provision for income taxes was $100.2 million
versus $97.4 million in the corresponding period of 1994. The higher provision
in 1995, when comparing the respective quarters, is largely the result of
increased pre-tax earnings. The year-to-date provision for income taxes was
significantly affected by a one-time charge of $2.1 million related to the May
1995 conversion of an existing thrift to a bank charter as well as various
non-deductible expenses incurred in connection with bank acquisitions
consummated over the past twelve months.

ASSET QUALITY

Huntington's exposure to credit risk is actively managed through the use
of underwriting standards which emphasize "in-market" lending to established
borrowers. Highly leveraged transactions and industry or other concentrations
are avoided. Huntington's management also employs extensive monitoring
procedures to ensure the adequacy of the allowance for loan losses (ALL),
including timely reviews of specific credits, monthly analysis of delinquencies,
assessment of current economic conditions, and other relevant factors.

Huntington's asset quality remains among the best of the largest banking
companies in the country. Non-performing loans, which represent only .34% of
total loans at the most recent quarter end, were as follows:

F-52
<PAGE> 123

<TABLE>
<CAPTION>
September 30, December 31, September 30,
1995 1994 1994
----- ----- -----

(in millions)

<S> <C> <C> <C>
Commercial $21.8 $21.0 $26.0
Construction 3.1 4.6 6.2
Commercial real estate 10.5 10.1 18.5
Residential mortgage 10.6 8.7 3.0
Consumer .3 .1 .1
----- ----- -----
Total $46.3 $44.5 $53.8
===== ===== =====
</TABLE>

Net charge-offs (annualized) as a percentage of average total loans were
.31% and .24%, respectively, in the third quarter and first nine months of 1995,
indicative of Huntington's continued high credit quality. For the same periods
one year ago, these ratios were .26% and .22%. The ALL as a percentage of total
loans was 1.48% as of September 30, 1995, compared with ratios of 1.63% at
year-end 1994 and 1.73% one year ago. Huntington believes this decrease is
appropriate, as the ratio of the ALL to non-performing loans remains strong at
429%.

In addition to the improvements in credit quality referred to above, net
other real estate (ORE) declined significantly during the past twelve months
from $51.6 million to $23.7 million at September 30, 1995. Huntington's
management continues to aggressively pursue the sale of its ORE to further
reduce non-performing assets.

CAPITAL

Huntington's capital position remains strong. Shareholders' equity at
the most recent quarter end was approximately $1.5 billion, an increase of 5.9%
from one year ago. Average equity to average assets was 7.87% in the third
quarter of 1995 and 8.10% for the first nine months of the year, versus 8.54%
and 8.42% in the same periods in 1994. At September 30, 1995, the Tier 1 and
total risk-based capital ratios were 8.46% and 12.17%, respectively, and
exceeded the corresponding minimum levels to be considered "well capitalized" of
6% and 10%, respectively. Huntington's Tier 1 leverage ratio of 6.96% also
exceeded the minimum regulatory requirement of 5%.

On April 27, 1995, the Board of Directors authorized Huntington to
repurchase up to 10.5 million additional shares of its common stock (as adjusted
for the 5% stock dividend issued in July 1995). The authorization represents a
continuation of the August 1987 Common Stock Repurchase Program and provides
that the shares will be reserved for reissue in connection with Huntington's
benefit plans as well as for other corporate purposes. Approximately 7.7
million shares were acquired in the first three quarters of 1995 at an aggregate
cost of $159.4 million. Certain of these shares are to be used in the pending
purchase business combination with Peoples Bank of Lakeland, Florida. As of
September 30, 1995, approximately 5.8 million shares were available for
repurchase. Huntington's management believes that the majority of the
remaining authorized shares will be repurchased by the end of the first quarter
1996.

F-53
<PAGE> 124

INDEPENDENT AUDITORS' REPORT
----------------------------

The Board of Directors and Stockholders of
Peoples Bank of Lakeland

We have audited the accompanying statements of condition of Peoples
Bank of Lakeland as of December 31, 1994 and 1993, and the related statements
of income, stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Bank's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Peoples Bank of
Lakeland at December 31, 1994 and 1993, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

As discussed in Note 2 to the financial statements, the Bank changed
its method of accounting for investment securities.

Lakeland, Florida
March 10, 1995

F-54
<PAGE> 125
PEOPLES BANK OF LAKELAND
STATEMENTS OF CONDITION
=======================

<TABLE>
<CAPTION>
December 31,
----------------------------------
1994 1993
------------ ------------
ASSETS
<S> <C> <C>
Cash and due from banks (Note 13) $46,684,000 $45,257,000
Federal funds sold -- 7,500,000
Investments (Notes 2 and 13):
Securities held-to-maturity 153,227,000 111,691,000
Securities available for sale 203,842,000 261,609,000
------------ ------------
Total investments 357,069,000 373,300,000

Loans receivable (Note 3) 116,031,000 111,640,000
Less allowance for loan losses (Note 4) (2,500,000) (2,500,000)
------------ ------------
Net loans 113,531,000 109,140,000

Accrued interest receivable 4,736,000 5,222,000
Property and equipment, less
accumulated depreciation (Note 5) 11,678,000 12,188,000
Deferred tax asset (Note 9) 5,232,000 20,000
Other assets 677,000 1,864,000
------------ ------------
$539,607,000 $554,491,000
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits (Note 6) $454,668,000 $458,834,000
Short-term borrowings (Note 7) 8,734,000 17,701,000
Dividends payable 3,300,000 3,300,000
Other liabilities 3,553,000 2,970,000
------------ ------------
Total liabilities 470,255,000 482,805,000

Commitments and contingencies (Note 10)

Stockholders' equity:
Common stock, $ 100 par - 30,000 shares
authorized and outstanding 3,000,000 3,000,000
Capital surplus 7,000,000 7,000,000
Retained earnings 67,460,000 61,686,000
Unrealized loss on securities available-for-sale,
net of applicable deferred income taxes (8,108,000) --
------------ ------------
Total stockholders' equity 69,352,000 71,686,000
------------ ------------
$539,607,000 $554,491,000
============ ============
</TABLE>

See accompanying notes to financial statements.

F-55
<PAGE> 126
PEOPLES BANK OF LAKELAND
STATEMENTS OF INCOME
========================

<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------------------------
1994 1993 1992
----------- ---------- -----------
(Unaudited)
<S> <C> <C> <C>
INTEREST INCOME:
Interest on loans receivable $10,266,000 $9,573,000 $10,264,000
Interest on investments:
Taxable 22,334,000 23,294,000 23,981,000
Exempt from federal income tax 1,081,000 1,449,000 2,362,000
Interest on trading account securities -- 25,000 72,000
Interest on federal funds sold 479,000 430,000 674,000
----------- ---------- -----------
Total interest income 34,160,000 34,771,000 37,353,000

INTEREST EXPENSE:
Interest on deposits 11,508,000 12,109,000 15,890,000
Interest on short term borrowings 354,000 244,000 310,000
----------- ---------- -----------
Total interest expense 11,862,000 12,353,000 16,200,000
----------- ---------- -----------
Net interest income 22,298,000 22,418,000 21,153,000

Provision for loan losses (Note 4) 301,000 152,000 443,000
----------- ---------- -----------
Net interest income after
provision for loan losses 21,997,000 22,266,000 20,710,000

OTHER INCOME:
Income from fiduciary activities 744,000 830,000 731,000
Service charges and fees 3,480,000 3,593,000 3,702,000
Gains (losses) from sales of
investment securities, net 428,000 1,562,000 (236,000)
Trading account gains, net 19,000 44,000 2,000
Other 727,000 777,000 308,000
----------- ---------- -----------
Total other income 5,398,000 6,806,000 4,507,000

OTHER EXPENSES:
Salaries and employee benefits (Note 8) 6,634,000 6,810,000 6,917,000
Occupancy expense 2,585,000 2,634,000 2,534,000
Regulatory assessments 1,125,000 1,153,000 1,174,000
Other 3,089,000 3,965,000 3,116,000
----------- ---------- -----------
Total other expenses 13,433,000 14,562,000 13,741,000
----------- ---------- -----------
Income before taxes on income 13,962,000 14,510,000 11,476,000

TAXES ON INCOME (Note 9) 4,888,000 4,849,000 3,093,000
----------- ---------- -----------
NET INCOME $9,074,000 $9,661,000 $8,383,000
=========== ========== ===========
Earnings per share of common stock $302.47 $322.03 $279.43
=========== ========== ===========
Average shares outstanding 30,000 30,000 30,000
=========== ========== ===========
Cash dividend declared per common share $110.00 $110.00 $110.00
=========== ========== ===========
</TABLE>
See accompanying notes to financial statements.

F-56
<PAGE> 127
PEOPLES BANK OF LAKELAND
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
=================================

<TABLE>
<CAPTION>
Unrealized
gain (loss)
on securities
available-
for-sale, net
Common stock of applicable Total
-------------------- Capital Retained deferred stockholders'
Shares Amount surplus earnings income taxes equity
------ ---------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1991* 30,000 $3,000,000 $7,000,000 $50,240,000 -- $60,242,000

Net income* -- -- -- 8,383,000 -- 8,383,000

(3,300,000) (3,300,000)
Dividends ($110 per share)* -- -- -- --
------ ---------- ---------- ----------- ------------ -------------

BALANCE, December 31, 1992* 30,000 3,000,000 7,000,000 55,325,000 -- 65,325,000

Net income -- -- -- 9,661,000 -- 9,661,000
Dividends ($110 per share) -- -- -- (3,300,000) -- (3,300,000)
------ ---------- ---------- ----------- ------------ -------------

BALANCE, December 31, 1993 30,000 3,000,000 7,000,000 61,686,000 -- 71,686,000

Adjustments at January 1, 1994
for cumulative effect of change in
accounting principle, net of
applicable deferred income
taxes (Note 2) -- -- -- -- 667,000 667,000

Net income -- -- -- 9,074,000 -- 9,074,000
Dividends ($110 per share) -- -- -- (3,300,000) -- (3,300,000)

Change in unrealized gain (loss)
on securities available for sale,
net of applicable deferred -- -- -- -- (8,775,000) (8,775,000)
income taxes (Note 2) ------ ---------- ---------- ----------- ------------ -------------

30,000 $3,000,000 $7,000,000 $67,460,000 $(8,108,000) $69,352,000
BALANCE, December 31, 1994 ====== ========== ========== =========== ============= =============

<FN>
* - Unaudited
</TABLE>

See accompanying notes to financial statements.

F-57
<PAGE> 128
PEOPLES BANK OF LAKELAND
STATEMENTS OF CASH FLOWS
========================

<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------
1994 1993 1992
------------ ----------- -----------
(Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,074,000 $ 9,661,000 $ 8,383,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 301,000 152,000 443,000
Depreciation 819,000 769,000 777,000
Loss (gain) from sales of investment securities (428,000) (1,562,000) 236,000
Net amortization of premiums and accretion of discounts
on investment securities 573,000 1,452,000 1,849,000
Net decrease (increase) in trading account securities -- 3,914,000 (1,921,000)
Loss (gain) on sales of property and equipment 1,000 (163,000) --
Decrease in accrued interest receivable 486,000 1,296,000 882,000
Decrease (increase) in deferred income taxes 81,000 (185,000) (185,000)
Decrease (increase) in other assets 1,187,000 (271,000) (451,000)
Increase (decrease) in other liabilities 583,000 171,000 (417,000)
------------ ----------- -----------
Net cash provided by operating activities 12,677,000 15,234,000 9,596,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease (increase) in loans receivable (4,692,000) (5,453,000) 1,854,000
Net decrease (increase) federal funds sold 7,500,000 (2,500,000) 13,000,000
Purchases of investment securities held-to-maturity (63,080,000) -- --
Proceeds from maturities of investment securities
held-to-maturity 21,234,000 -- --
Purchases of investment securities available-for-sale (86,749,000) -- --
Proceeds from maturities of investment securities
available-for-sale 75,252,000 -- --
Proceeds from sales of investment securities available-for-sale 56,028,000 -- --
Purchases of investment securities -- (174,613,000) (121,585,000)
Proceeds from investment securities -- 170,910,000 121,083,000
Purchases of property and equipment (310,000) (894,000) (330,000)
Proceeds from sales of property and equipment -- 370,000 --
------------ ----------- -----------
Net cash provided by (used in) investing activities 5,183,000 (12,180,000) 14,022,000

CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits (4,166,000) (16,831,000) (7,918,000)
Net increase (decrease) in short-term borrowings (8,967,000) 6,055,000 (3,073,000)
Dividends paid (3,300,000) (3,300,000) (3,000,000)
------------ ----------- -----------
Net cash used in financing activities (16,433,000) (14,076,000) (13,991,000)
------------ ----------- -----------
NET INCREASE (DECREASE) IN CASH 1,427,000 (11,022,000) 9,627,000
CASH AND DUE FROM BANKS, beginning of year 45,257,000 56,279,000 46,652,000
------------ ----------- -----------
CASH AND DUE FROM BANKS, end of year $ 46,684,000 $45,257,000 $56,279,000
============ =========== ===========
SUPPLEMENTAL DISCLOSURES:
Interest paid in cash $ 11,869,000 $12,473,000 $16,570,000
============ =========== ===========
Income taxes paid in cash $ 4,140,000 $ 5,802,000 $ 3,484,000
============ =========== ===========
Noncash transaction:
Change in unrealized gain (loss) on investment securities
available-for-sale $(13,401,000) -- --
============ =========== ===========
</TABLE>
See accompanying notes to financial statements.

F-58
<PAGE> 129
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
=============================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Peoples Bank of Lakeland (the Bank) provides financial services to
individuals and corporate customers in the Polk County, Florida area.

LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES - Loans are stated at
the amount of unpaid principal, less an allowance for loan losses and net
deferred loan fees and unearned discounts. Interest on loans is recognized
over the term of the loan and is calculated using the simple interest method on
principal amounts outstanding. Generally, when a loan is in default as to the
payment of principal or interest for 90 days, or when, in the judgement of
management, the accrual of interest should be ceased before 90 days, it is the
Bank's policy to place such loans on non-accrual status. Interest income on
non-accrual loans is recognized on a cash basis if there is no doubt of future
collection of principal. Non-accrual loans totaled $818,000 and $448,000 at
December 31, 1994 and 1993, respectively. Unearned discounts on installment
loans are recognized as income over the term of the loans using a method that
approximates the interest method. Loan origination and commitment fees, as
well as certain direct origination costs, are deferred and amortized as a yield
adjustment over the lives of the related loans using the interest method.

The allowance for loan losses is established through a provision for
loan losses charged to expenses. Loans are charged against the allowance for
loan losses when management believes that the collectibility of the principal
is unlikely. The allowance is an amount that management believes may become
uncollectible, based on evaluations of the collectibility of the loans and
prior loan loss experience. Management's evaluation of the potential loss in
the loan portfolio includes a review of all loans for which full collection may
not be reasonably assured and considers, among other matters, the estimated
value of the underlying collateral. Management also considers loan portfolio
composition, historical experience and general economic conditions.

INVESTMENTS - Accounting policies with respect to investments are
described in Note 2.

PROPERTY, EQUIPMENT AND DEPRECIATION - Property and equipment are
stated at cost, less accumulated depreciation. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets.

OFF BALANCE SHEET FINANCIAL INSTRUMENTS - In the ordinary course of
business, the Bank has entered into off balance sheet financial instruments
consisting of commitments to extend credit, commitments under credit card
arrangements, commercial letters of credit and standby letters of credit. Such
financial instruments are recognized in the financial statements when they
become payable.

TAXES ON INCOME - Accounting policies with respect to taxes on
income are described in Note 9.

NEW ACCOUNTING STANDARDS - Statement of Financial Accounting
Standards No. 114 (SFAS 114), "Accounting by Creditors for Impairment of a
Loan" is effective for fiscal years beginning after December 15, 1994, and has
not been adopted by the Bank at December 31, 1994. The adoption of SFAS 114 is
not expected to have a material impact on the Bank's financial condition or
results of operations.

As discussed in Note 2, the Bank adopted Statement of Financial
Accounting Standards No. 115 (SFAS 115), "Accounting for Certain Investments in
Debt and Equity Securities" effective January 1, 1994. The adoption of SFAS
115 had no effect on reported net income or earnings per share.

F-59
<PAGE> 130
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
=============================

RECLASSIFICATIONS - Certain prior period amounts have been
reclassified to conform with the 1994 presentation.

NOTE 2 - INVESTMENTS

Effective January 1, 1994, the Bank adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" (SFAS 115). In accordance with SFAS 115, prior years'
financial statements have not been restated to reflect the change in accounting
principle. Under SFAS 115, management determines the appropriate
classification of its investments in debt and equity securities at the time of
purchase and reevaluates such determination at each balance sheet date. Debt
securities that management has the ability and intent to hold to maturity are
classified as held-to-maturity and carried at cost. Debt securities for which
the Bank does not have the intent or ability to hold until maturity are
classified as available-for-sale. Investment securities available-for-sale are
carried at fair value, with unrealized gains and losses, net of any tax effect,
reported as a separate component of stockholders' equity. Prior to the
adoption of SFAS 115, investment securities available-for-sale were carried at
amortized cost. Investment securities held for short-term resale are
classified as trading securities and carried at fair value. The Bank did not
have investment securities classified as trading at December 31, 1994 and 1993.

The cost of investment securities is adjusted for amortization of
premiums and accretion of discounts which are recognized as adjustments to
interest income on investments. Realized gains and losses on disposition are
included in non-interest income (expense) and are based on the net proceeds and
the adjusted carrying amount of the securities sold using the specific
identification method.

Investment securities held-to-maturity consist of:
<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
Amortized Cost gains losses Fair value
-------------- -------- ---------- ------------
<S> <C> <C> <C> <C>
December 31, 1994:
U.S. government and agency obligations $134,654,000 $289,000 $3,381,000 $131,562,000
State, county, and municipal securities 15,082,000 134,000 480,000 14,736,000
Other 3,491,000 -- 19,000 3,472,000
------------ -------- ---------- ------------
$153,227,000 $423,000 $3,880,000 $149,770,000
============ ======== ========== ============
</TABLE>

<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
Amortized Cost gains losses Fair value
-------------- -------- ---------- ------------
<S> <C> <C> <C> <C>
December 31, 1993:
U.S. government and agency obligations $91,374,000 $4,667,000 $68,000 $95,973,000
State, county, and municipal securities 18,811,000 701,000 4,000 19,508,000
Other 1,506,000 23,000 -- 1,529,000
------------ -------- ---------- ------------
$111,691,000 $5,391,000 $72,000 $117,010,000
============ ======== ========== ============
</TABLE>

F-60
<PAGE> 131
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
=============================

Investment securities available-for-sale consist of:

<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
Amortized Cost gains losses Fair value
-------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1994:
U.S. government and agency obligations $216,994,000 $33,000 $13,431,000 $203,596,000
Other 249,000 -- 3,000 246,000
------------ ------- --------- ------------
$217,243,000 $33,000 $13,434,000 $203,842,000
============ ======= =========== ============
</TABLE>

<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
Amortized Cost gains losses Fair value
-------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1993:
U.S. government and agency obligations $260,747,000 $2,431,000 $1,335,000 $261,843,000
Other 862,000 7,000 1,000 868,000
------------ ------- --------- ------------
$261,609,000 $2,438,000 $1,336,000 $262,711,000
============ ========== ========== ============
</TABLE>

The amortized cost and approximate fair value of investments at
December 31, 1994, by contractual maturity, are shown below. Expected
maturities may differ from contractual maturities because borrowers may have
the right to call or prepay obligations.

<TABLE>
<CAPTION>
Securities held-to-maturity Securities available-for-sale
------------------------------- --------------------------------
Amortized Cost Fair value Amortized Cost Fair value
-------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Within one year $ 27,293,000 $ 27,376,000 $ -- $ --
One to five years 88,397,000 87,005,000 11,894,000 11,602,000
Five to ten years 24,354,000 22,672,000 -- --
Over ten years 1,234,000 1,110,000 -- --
------------ ------------ ------------ ------------
141,278,000 138,163,000 11,894,000 11,602,000
Mortgage backed securities 11,949,000 11,607,000 205,349,000 192,240,000
------------ ------------ ------------ ------------
$153,227,000 $149,770,000 $217,243,000 $203,842,000
============ ============ ============ ============
</TABLE>

During 1994, the Bank sold investment securities available-for-sale
for total proceeds of approximately $56,028,000, resulting in gross realized
gains of $470,000 and gross realized losses of $40,000. During 1993, the Bank
sold investment securities for total proceeds of $15,325,000, resulting in
gross realized gains of $1,562,000. During 1992, the Bank sold investment
securities for total proceeds of $13,828,000 resulting in gross realized gains
of $54,000 and gross realized losses of $290,000.

F-61
<PAGE> 132
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
=============================

<TABLE>
NOTE 3 - LOANS RECEIVABLE

Loans receivable are at fixed and variable interest rates and consist of:

<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Commercial $ 39,629,000 $ 32,895,000
Real estate:
Residential 26,419,000 27,364,000
Commercial 24,311,000 24,479,000
Construction 13,656,000 14,354,000

Consumer:
Credit card 2,202,000 2,225,000
Other 10,077,000 10,820,000
------------ ------------
Gross loans receivable 116,294,000 112,137,000

Less: unearned interest and fees 263,000 497,000
------------ ------------
Total loans receivable $116,031,000 $111,640,000
============ ============
</TABLE>

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

A summary of changes in the allowance for loan losses is as follows:

<TABLE>
<CAPTION> 1994 1993 1992
---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C>
Balance at beginning of year $2,500,000 $2,500,000 $2,500,000
Provision charged to expense 301,000 152,000 443,000
Loan recoveries 109,000 86,000 140,000
Loans charged off (410,000) (238,000) (583,000)
---------- ---------- ----------
Balance at end of year $2,500,000 $2,500,000 $2,500,000
========== ========== ==========
</TABLE>

F-62
<PAGE> 133
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

=============================

NOTE 5 - PROPERTY AND EQUIPMENT

Major classes of property and equipment consist of:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Land and improvements $3,146,000 $3,146,000
Buildings 11,240,000 11,176,000
Furniture and equipment 8,305,000 8,199,000
----------- -----------
Total property and equipment 22,691,000 22,521,000

Less accumulated depreciation 11,013,000 10,333,000
----------- -----------
Net property and equipment $11,678,000 $12,188,000
=========== ===========

</TABLE>

NOTE 6 - DEPOSITS

Deposits consist of:

Demand deposits (noninterest-bearing) $94,075,000 $85,864,000
Savings accounts:
Money market accounts 61,349,000 68,775,000
NOW accounts 67,694,000 66,680,000

Other savings accounts 52,201,000 50,449,000
Certificates of deposit:
Less than $100,000 141,634,000 148,541,000
$100,000 or more 37,715,000 38,525,000
------------ ------------

Total deposits $454,668,000 $458,834,000
============ ============

</TABLE>

NOTE 7 - SHORT-TERM BORROWINGS

Short-term borrowings consists of:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Securities sold under agreements to repurchase $6,993,000 $9,184,000

Treasury tax and loan notes 1,741,000 8,517,000
----------- -----------
Total short term borrowings $8,734,000 $17,701,000
=========== ===========
</TABLE>

F-63
<PAGE> 134
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

=============================

Securities sold under agreements to repurchase generally mature the
next business day following the transaction date. Treasury tax and loan notes
are payable on demand.

The Bank had unused lines-of-credit with unaffiliated banks totaling
$30,000,000 at December 31, 1994.

NOTE 8 - PENSION PLAN

The Bank sponsors a defined benefit pension plan covering
substantially all its employees. The benefits are based on years of service
and annual compensation levels. The Bank's funding policy is to contribute an
amount determined annually on an actuarial basis that provides for current and
future benefits in accordance with the minimum funding requirements of federal
laws and regulations.

The following table sets forth the funded status and amounts
recognized in the accompanying statements of condition for the Bank's pension
plan:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested benefits $6,274,000 $5,348,000
Nonvested benefits 155,000 177,000
----------- -----------
$6,429,000 $5,525,000
=========== ===========

1994 1993
----------- -----------
Projected benefit obligation for service rendered to date $(8,869,000) $(8,818,000)
Plan assets at fair value, consisting primarily of listed
stocks and bonds 7,740,000 8,172,000
----------- -----------
Projected benefit obligations in excess of plan assets (1,129,000) (646,000)
Unrecognized net loss from past experience different
from that assumed 643,000 143,000
Unrecognized net obligation existing at January 1, 1993,
being recognized over the average remaining service
period of employees expected to receive benefits 542,000 568,000
----------- -----------
Prepaid pension cost $56,000 $65,000
=========== ===========

</TABLE>

F-64
<PAGE> 135
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

=============================

Net pension cost included in salaries and employee benefits expense in
the accompanying statements of income consists of the following components:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Service cost-benefits earned during the period $561,000 $580,000
Interest cost on projected benefit obligation 610,000 605,000
Return on plan assets (195,000) (442,000)
Net amortization and deferral (354,000) (117,000)
----------- -----------
Net pension cost $622,000 $626,000
=========== ===========

</TABLE>

Assumptions used to develop the net periodic pension cost were:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Discount rate 7.5% 7.5%
Expected long-term rate of return on assets 7.5% 7.5%
Rate of increase in compensation levels 5.0% 5.0%
</TABLE>

NOTE 9 - TAXES ON INCOME

Taxes on income in the accompanying statements of income are made up
of the following components:

<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C>
Currently payable:
Federal $4,160,000 $4,542,000 $2,600,000
State 647,000 492,000 328,000
---------- ---------- ----------
4,807,000 5,034,000 2,928,000

Deferred:
Federal 72,000 (164,000) 146,000
State 9,000 (21,000) 19,000
---------- ---------- ----------
81,000 (185,000) 165,000
---------- ---------- ----------
Total taxes on income $4,888,000 $4,849,000 $3,093,000
========== ========== ==========
</TABLE>

Income tax expense (or tax benefit) related to investment security
transactions of approximately $176,000, $634,000, and ($92,000) is included in
taxes on income for 1994, 1993, and 1992, respectively.

Deferred income taxes are recognized for the tax consequences of
temporary differences between the financial reporting bases and the tax bases
of the Bank's assets and liabilities.

F-65
<PAGE> 136
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
==============================

The components of the net deferred tax asset recognized in the
accompanying statements of condition are:

<TABLE>
<CAPTION>
1994 1993
---------- --------
<S> <C> <C>
Deferred tax asset:
Securities available-for-sale $5,294,000 --
Deferred compensation 28,000 8,000
Other real estate owned -- 152,000
---------- --------
5,322,000 160,000

Deferred tax liability:
Investments (90,000) (140,000)
---------- --------
Net deferred tax asset $5,232,000 $20,000
========== ========

</TABLE>

The Bank's provision for income taxes for the three years ended
December 31, 1994 differs from the amount computed by applying the statutory
federal income tax rate (35 percent in 1994 and 1993, 34 percent in 1992) to
income before income taxes. A reconciliation of this difference is as follows:

<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C>
Tax provision at federal statutory rate $4,887,000 $5,079,000 $3,902,000

Increase (decrease) resulting from:
State income taxes, net of federal benefit 426,000 306,000 229,000
Tax-exempt interest (387,000) (516,000) (810,000)
Other (38,000) (20,000) (228,000)
---------- ---------- ----------
$4,888,000 $4,849,000 $3,093,000
========== ========== ==========
</TABLE>

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Bank's financial statements do not reflect various commitments and
contingent liabilities which arise in the normal course of business and which
involve elements of credit risk, interest rate risk and liquidity risk. These
commitments and contingent liabilities are commitments to extend credit,
commercial letters of credit and standby letters of credit. A summary of the
Bank's commitments and contingent liabilities at December 31, 1994 are as
follows:

<TABLE>
<CAPTION>
Notional
amount
----------
<S> <C>
Commitments to extend credit $7,576,000
Standby letters of credit 8,098,000
Credit card arrangements 4,098,000
Commercial letters of credit 285,000
</TABLE>

F-66
<PAGE> 137
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

=============================

Commitments to extend credit, credit card arrangements, commercial
letters of credit and standby letters of credit all include exposure to some
credit loss in the event of nonperformance of the customer. The Bank's credit
policies and procedures for credit commitments and financial guarantees are the
same as those for extension of credit that are recognized on the statements of
condition. Because these instruments have fixed maturity dates, and because
many of them expire without being drawn upon, they do not generally present any
significant liquidity risk to the Bank. The Bank has not been required to
perform on any financial guarantees during the past three years and did not
incur any losses on its commitments in 1994, 1993 or 1992.

The Bank is party to litigation and claims arising in the normal
course of business. Management, after consultation with legal counsel,
believes that the liabilities, if any, arising from such litigation and claims
will not be material to the Bank's financial position.

NOTE 11 - CONCENTRATIONS OF CREDIT

All of the Bank's loans, commitments, and commercial and standby
letters of credit have been granted to customers in the Bank's market area.
All such customers are depositors of the Bank. The concentrations of credit by
type of loan are set forth in Note 3. Commitments to extend credit relate
primarily to real estate loans. Commercial and standby letters of credit were
granted primarily to commercial borrowers.

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair
value of financial instruments:

. CASH AND DUE FROM BANKS - The carrying amount is a reasonable
estimate of fair value.

. FEDERAL FUNDS, TRADING ACCOUNT SECURITIES AND INVESTMENT
SECURITIES - For federal funds sold and other short-term
investments, the carrying amount is a reasonable estimate of
the fair value. U.S. government and agency obligations,
state, county and municipal securities and other investments
are valued using quoted market prices.

. LOANS RECEIVABLE - For demand loans, the carrying value is a
reasonable estimate of fair value. Fair value of other loans
is estimated by discounting estimated future cash flows using
the current rates at which similar loans are being offered by
the Bank.

. DEPOSIT ACCOUNTS - The fair value of demand deposits is the
amount payable on demand at the reporting date. The fair
value of certificates of deposit is estimated by discounting
future cash flows using the rates currently offered for
deposits with similar remaining maturities.

. SHORT-TERM BORROWINGS - The carrying amount is a reasonable
estimate of fair value.

Most fair value estimates cannot be substantiated by comparison to
independent markets and could not be realized from offering for sale at one
time the Bank's entire holdings of a particular financial instrument.
Furthermore, management does not intend to dispose of a significant portion of
its financial instruments and, thus, any aggregate unrealized gain should not
be interpreted as a forecast of future earnings and cash flows.

F-67
<PAGE> 138
PEOPLES BANK OF LAKELAND
NOTES TO FINANCIAL STATEMENTS
(CONCLUDED)

=============================

The estimated fair values of the Bank's financial instruments are as
follows:

<TABLE>
<CAPTION>
1994 1993
---------------------------- ----------------------------
Carrying Estimated Carrying Estimated
Amount fair value Amount fair value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Financial assets:
Cash and due from banks $46,684,000 $46,684,000 $45,257,000 $45,257,000
Federal funds sold -- -- 7,500,000 7,500,000
Investments 357,069,000 353,612,000 373,300,000 379,721,000
Loans receivable 113,531,000 112,121,000 109,140,000 109,608,000

Financial liabilities:
Deposits 454,668,000 453,888,000 458,834,000 460,226,000
Short-term borrowings 8,734,000 8,734,000 17,701,000 17,701,000
</TABLE>

NOTE 13 - ASSET RESTRICTIONS

The Federal Reserve Act requires that reserve balances on certain
deposits of depository institutions be maintained at the Federal Reserve Bank.
The reserve balance required at December 31, 1994 was $3,974,000.

Investment securities with carrying values of approximately
$25,725,000 at December 31, 1994 were pledged to secure public deposits and for
other purposes required or permitted by law.

NOTE 14 - EVENT SUBSEQUENT TO DATE OF INDEPENDENT AUDITORS' REPORT
(UNAUDITED)

The Bank entered into an agreement and plan of merger with Huntington
Bancshares Incorporated during August 1995. Pursuant to the plan of merger,
the Bank would be merged into The Huntington National Bank of Lakeland, which
would be formed as a wholly owned subsidiary of Huntington Bancshares
Incorporated. The agreement and plan of merger must be approved by the Bank's
stockholders. If approved, the merger is expected to be consummated during
1996.

F-68
<PAGE> 139
PEOPLES BANK OF LAKELAND
STATEMENTS OF CONDITION
(UNAUDITED)

=======================

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
------------- ------------ -------------
ASSETS 1995 1994 1994
------------- ------------ ------------
<S> <C> <C> <C>
Cash and due from banks $ 29,899,000 $ 46,684,000 $ 38,618,000
Federal funds sold 8,800,000 -- 12,700,000
Investments:
Securities held-to-maturity 125,578,000 153,227,000 153,698,000
Securities available-for-sale 227,062,000 203,842,000 204,772,000
------------ ------------ ------------
Total investments 352,640,000 357,069,000 358,470,000

Loans receivable 114,427,000 116,031,000 115,156,000
Less allowance for loan losses (2,014,000) (2,500,000) (2,500,000)
------------ ----------- -----------
Net loans 112,413,000 113,531,000 112,656,000

Accrued interest receivable 4,727,000 4,736,000 4,353,000
Property and equipment, less accumulated depreciation 11,121,000 11,678,000 11,836,000
Deferred tax asset 2,699,000 5,232,000 3,859,000
Other assets 1,046,000 677,000 2,167,000
------------ ----------- -----------
$523,345,000 $539,607,000 $544,659,000
============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $427,895,000 $454,668,000 $453,923,000
Short-term borrowings 11,997,000 8,734,000 14,766,000
Dividends payable -- 3,300,000 --
Other liabilities 4,041,000 3,553,000 3,478,000
------------ ------------ ------------
Total liabilities 443,933,000 470,255,000 472,167,000

Stockholders' equity:
Common stock, $ 100 par - 30,000 shares
authorized and outstanding 3,000,000 3,000,000 3,000,000
Capital surplus 7,000,000 7,000,000 7,000,000
Retained earnings 73,641,000 67,460,000 69,029,000
Unrealized loss on securities available-for-sale,
net of applicable deferred income taxes (4,229,000) (8,108,000) (6,537,000)
------------ ----------- ------------
Total stockholders' equity 79,412,000 69,352,000 72,492,000
------------ ----------- ------------
$523,345,000 $539,607,000 $544,659,000
============ ============ ============
</TABLE>

F-69
<PAGE> 140
PEOPLES BANK OF LAKELAND
STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------- ---------------------------------
1995 1994 1995 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest on loans receivable $2,821,000 $2,660,000 $8,533,000 $7,498,000
Interest on investments:
Taxable 5,417,000 5,650,000 16,843,000 16,527,000
Exempt from federal income tax 165,000 268,000 520,000 844,000
Interest on federal funds sold 162,000 79,000 451,000 348,000
---------- ---------- ----------- -----------
Total interest income 8,565,000 8,657,000 26,347,000 25,217,000
INTEREST EXPENSE:
Interest on deposits 3,325,000 2,878,000 9,853,000 8,531,000
Interest on short-term borrowings 140,000 98,000 427,000 259,000
---------- ---------- ----------- -----------
Total interest expense 3,465,000 2,976,000 10,280,000 8,790,000
---------- ---------- ----------- -----------
Net interest income 5,100,000 5,681,000 16,067,000 16,427,000
Provision for loan losses -- 97,000 2,000 176,000
---------- ---------- ----------- -----------
Net interest income after
provision for loan losses 5,100,000 5,584,000 16,065,000 16,251,000
OTHER INCOME:
Income from fiduciary activities 251,000 210,000 628,000 630,000
Service charges and fees 915,000 893,000 2,590,000 2,617,000
Gains (losses) from sales of investment securities, net -- 49,000 -- 430,000
Trading account gains, net -- 19,000 -- 19,000
Other 78,000 403,000 239,000 619,000
---------- ---------- ----------- -----------
Total other income 1,244,000 1,574,000 3,457,000 4,315,000

OTHER EXPENSES:
Salaries and employee benefits 1,669,000 1,686,000 5,169,000 4,936,000
Occupancy expense 688,000 649,000 1,917,000 1,846,000
Other 782,000 1,018,000 2,548,000 3,101,000
---------- ---------- ----------- -----------
Total other expenses 3,139,000 3,353,000 10,034,000 9,883,000
---------- ---------- ----------- -----------
Income before taxes on income 3,205,000 3,805,000 9,488,000 10,683,000
TAXES ON INCOME 1,008,000 1,094,000 3,307,000 3,340,000
---------- ---------- ----------- -----------
NET INCOME $2,197,000 $2,711,000 6,181,000 7,343,000
========== ========== =========== ===========

Earnings per share of common stock $73.23 $90.37 $206.00 $244.77
========== ========== =========== ===========
Average shares outstanding 30,000 30,000 30,000 30,000
========== ========== =========== ===========

Cash dividend declared per common share $ -- $ -- $ -- $ --
========== ========== =========== ===========
</TABLE>

F-70
<PAGE> 141
PEOPLES BANK OF LAKELAND
STATEMENTS OF STOCKHOLDERS' EQUITY
==================================

<TABLE>
<CAPTION>
UNREALIZED GAIN
(LOSS) ON
SECURITIES
AVAILABLE-FOR-
SALE, NET OF
COMMON STOCK APPLICABLE DE- TOTAL STOCK-
------------------- CAPITAL RETAINED FERRED INCOME HOLDERS'
SHARES AMOUNT SURPLUS EARNINGS TAXES EQUITY
------ ---------- ---------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
NINE MONTHS ENDED SEPTEMBER 30,
1994:

BALANCE, December 31, 1993 30,000 $3,000,000 $7,000,000 $61,686,000 $ -- $71,686,000

Adjustment at January 1,
1994 for cumulative effect
of change in accounting
principle, net of appli-
cable deferred income
taxes -- -- -- -- 667,000 667,000

Net income -- -- -- 7,343,000 -- 7,343,000

Change in unrealized gain
(loss) on securities
available for sale, net
of applicable deferred
income taxes -- -- -- -- (7,204,000) (7,204,000)
------ ---------- ---------- ----------- ----------- -----------
BALANCE, September 30, 1994 30,000 $3,000,000 $7,000,000 $69,029,000 $(6,537,000) $72,492,000
====== ========== ========== =========== =========== ===========

NINE MONTHS ENDED SEPTEMBER 30,
1995:

BALANCE, December 31, 1994 30,000 $3,000,000 $7,000,000 $67,460,000 $(8,108,000) $69,352,000

Net income -- -- -- 6,181,000 -- 6,181,000

Change in unrealized gain
(loss) on securities
available for sale, net
of applicable deferred
income taxes -- -- -- -- 3,879,000 3,879,000
------ ---------- ---------- ----------- ----------- -----------
BALANCE, September 30, 1995 30,000 $3,000,000 $7,000,000 $73,641,000 $(4,229,000) $79,412,000
====== ========== ========== =========== =========== ===========

</TABLE>

F-71

<PAGE> 142
PEOPLES BANK OF LAKELAND
STATEMENTS OF CASH FLOWS
(UNAUDITED)

========================
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1995 1994
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $6,181,000 $7,343,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 2,000 176,000
Depreciation 599,000 604,000
Gain from sales of investment securities -- (430,000)
Net amortization of premiums and accretion of discounts
on investment securities 3,000 504,000
Loss on sales of property and equipment -- 1,000
Decrease in accrued interest receivable 9,000 869,000
Decrease in deferred income taxes 1,000 --
Increase in other assets (369,000) 303,000
Increase in other liabilities 488,000 508,000
----------- ------------
Net cash provided by operating activities 6,914,000 9,272,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease (increase) in loans receivable 1,116,000 (3,692,000)
Net decrease (increase) federal funds sold (8,800,000) (5,200,000)
Purchases of investment securities held-to-maturity (2,033,000) (51,367,000)
Proceeds from maturities of investment securities held-to-maturity 29,788,000 9,125,000
Purchases of investment securities available-for-sale (20,918,000) (77,859,000)
Proceeds from maturities of investment securities available-for-sale 4,000,000 68,453,000
Proceeds from sales of investment securities available-for-sale -- 56,028,000
Purchases of property and equipment (45,000) 253,000
Proceeds from sales of property and equipment 3,000 --
----------- ------------
Net cash provided by (used in) investing activities 3,111,000 (4,765,000)
CASH FLOWS FROM FINANCING ACTIVITIES:

Net decrease in deposits (26,773,000) (4,911,000)
Net increase (decrease) in short-term borrowings 3,263,000 2,935,000
Dividends paid (3,300,000) (3,300,000)
----------- ------------
Net cash used in financing activities 26,810,000 11,146,000
----------- ------------
NET DECREASE IN CASH 16,785,000 6,639,000
CASH AND DUE FROM BANKS, beginning of period 46,684,000 45,257,000
----------- ------------
CASH AND DUE FROM BANKS, end of period $29,899,000 $38,618,000
=========== ============
SUPPLEMENTAL DISCLOSURES:
Interest paid in cash $10,233,000 $8,844,000
=========== ============
Income taxes paid in cash $2,810,000 $3,070,000
=========== ============
Noncash transaction:
Change in unrealized gain (loss) on investment securities available-for-sale $6,411,000 $(10,376,000)
=========== ============
</TABLE>

F-72
<PAGE> 143
PEOPLES BANK OF LAKELAND

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

- -------------------------------------------------------------------------------

NOTE 1 - The accompanying unaudited financial statements reflect all
adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary for a fair presentation of the
results for the interim periods. The Notes to Financial Statements
appearing in Peoples Bank of Lakeland's 1994 financial statements
should be read in conjunction with these interim financial
statements.

NOTE 2 - Peoples Bank of Lakeland entered into an agreement and plan of merger
with Huntington Bancshares Incorporated during August 1995. Pursuant
to the plan of merger, the Bank would be merged into The Huntington
National Bank of Lakeland, which would be formed as a wholly owned
subsidiary of Huntington Bancshares Incorporated. The agreement and
plan of merger must be approved by the Bank's stockholders. If
approved, the merger is expected to be consummated during 1996.

F-73
<PAGE> 144

PEOPLES BANK OF LAKELAND
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis reviews the important factors
affecting the financial condition and results of operations of Lakeland. This
review should be read in conjunction with "SELECTED FINANCIAL DATA - SELECTED
FINANCIAL DATA OF LAKELAND", "PEOPLES BANK OF LAKELAND - BUSINESS" and
"FINANCIAL STATEMENTS OF LAKELAND."

The purpose of this review is to focus on significant changes in the
financial condition and results of operations of Lakeland during the three
years ended December 31, 1994, 1993, and 1992, and the nine-month periods ended
September 30, 1995 and 1994. This discussion and analysis is intended to
supplement and highlight information contained in the financial statements and
selected financial data presented elsewhere in this Proxy Statement/Prospectus.

RESULTS OF OPERATIONS

Net income of $9,074,000 for 1994 represented a decrease of $587,000
(6.1%) from 1993 net income of $9,661,000, and 1993 net income reflected a
$1,278,000 (15.2%) increase over 1992 net income of $8,383,000. As discussed
below, most of the variations relate to realized gains and losses on securities
sales. Net income per share of Lakeland Common Stock was $302.47, $322.03, and
$279.43 for 1994, 1993, and 1992, respectively. Net income for the nine months
ended September 30, 1995, was $6,181,000, or $206.00 per share, compared to net
income for the nine months ended September 30, 1994, of $7,343,000, or $244.77
per share.

Lakeland's profitability depends primarily on its net interest income,
which is the difference between the interest income generated from its
interest-earning assets (loans and investments) less the interest expense
incurred on its interest-bearing liabilities (deposits and short-term
borrowings). Profitability is also affected to a lesser degree by factors such
as levels of noninterest income and expense and the provision for credit
losses. Noninterest income consists primarily of fees and charges for banking
services. Noninterest expense consists primarily of employee compensation and
benefits and occupancy expenses.

Net interest income was $22,298,000, $22,418,000, and $21,153,000,
during 1994, 1993, and 1992, respectively. Although net interest income
remained generally flat over the three-year period, interest income and
interest expense both declined over the three years. Total interest income was
$34,160,000 for 1994, compared to $34,771,000 for 1993 and $37,353,000 for
1992, while total interest expense was $11,862,000 for 1994, compared to
$12,353,000 for 1993 and $16,200,000 for 1992. The relatively consistent
amounts of net interest income over the three year period results from a
combination of stable balance sheet composition and close management of
interest rate spreads.

Net interest income for the nine months ended September 30, 1995, was
$16,067,000, compared to $16,427,000 for the nine months ended September 30,
1994. Both interest income and interest expense increased in the nine months
of 1995 compared to the comparable period in 1994 reflecting a general increase
in market interest rates since September 30, 1994. As discussed in greater
detail below, Lakeland's cost of interest-bearing liabilities are rising more
rapidly than its yield on interest-earning assets, which is resulting in a
lower net interest margin. This is expected to continue through the remainder
of 1995.

The provision for loan losses is charged to earnings to bring the
allowance for loan losses to a level deemed appropriate by management based on
its evaluation of the collectability of specific loans in the portfolio,
historical experience, general economic conditions, and other factors. The
provision for loan losses was $301,000, $152,000, and $443,000 during 1994,
1993, and 1992, respectively. Net loan charge-offs were the same amounts as
the provision in each year resulting in a ratio of net charge-offs to average
loans outstanding of .26%, .14%, and .41% for 1994, 1993, and 1992,
respectively. The provision for loan losses for the nine months ended
September 30, 1995, was $2,000, compared to $176,000 for the corresponding
period of 1994.

F-74
<PAGE> 145
Other income totaled $5,398,000, $6,806,000, and $4,507,000 for 1994,
1993, and 1992, respectively. For the nine months ended September 30, 1995,
other income totaled $3,457,000, compared to $4,315,000 for the nine months
ended September 30, 1994. Variations among the periods relate primarily to
realized gains and losses on investment security sales. Securities gains
(losses), including trading accounts, were $447,000, $1,606,000, and ($234,000)
for 1994, 1993, and 1992, respectively, and $449,000 for the nine months ended
September 30, 1994. There were no sales of investment securities during the
nine months ended September 30, 1995. Fees and charges for banking services
remained relatively stable during the periods.

Other expenses (consisting primarily of employee benefit and occupancy
expenses and FDIC and other regulatory assessments) totaled $13,433,000 for
1994, $14,562,000 for 1993, and $13,741,000 for 1992. For the nine months
ended September 30, 1995, other expenses totaled $10,034,000, compared to
$9,883,000 for the nine months ended September 30, 1994.

The provision for income taxes totaled $4,888,000, $4,849,000, and
$3,093,000 for 1994, 1993, and 1992, respectively, representing an effective
tax rate of 35%, 33.4%, and 26.9%, respectively. The increase in the effective
tax rate since 1992 is attributable primarily to reductions in the amount of
tax-exempt interest.

Lakeland's net income for the three months ended September 30, 1995,
was down $514,000 (19.0%) from the $2,711,000 earned during the third quarter
of 1994. Although interest on loans increased 6.1% to $2,821,000 for the third
quarter of 1995, interest on investment securities, which comprised 69.4% of
Lakeland's earning assets in the most recent period declined $336,000 (5.7%) to
$5,582,000 from $5,918,000. Some of this decline was offset by an increase in
interest earned on federal funds sold of $83,000. The general rise in
interest rates that occurred at various times between September 30, 1994, and
September 30, 1995, caused total interest expense to increase $489,000 or
16.4%. As a result of these factors, net interest income decreased $581,000
(10.2%). No provision for loan losses was made in the latest three moth period
as compared to a $97,000 provision for the same period of 1994.

Other income showed increases of $41,000 (19.5%) from trust activities
and $22,000 (2.5%) from service charges and fees. Lakeland had no securities
gains or income from sale of securities in 1995, compared to $68,000 from such
activities in 1994. Other income declined $325,000 (80.6%), principally
because of a sale of other real estate owned in 1994. Other expenses were down
$214,000 (6.1%) because of lower salaries and employee benefits and other
expenses (principally, the reduction in FDIC insurance premiums) despite a
slight increase of $39,000 in occupancy expense. As a result of lower income,
income taxes declined 7.9% to $1,008,000 from one year earlier.

FINANCIAL CONDITION AND LIQUIDITY

Total assets were $539,607,000 at December 31, 1994, down 2.7% from
$554,491,000 at December 31, 1993. The decrease was attributable to decreases
in investments and federal funds sold, partially offset by increases in loans
receivable and deferred taxes attributable to unrealized losses on securities
available-for-sale. Total assets were $523,345,000 at September 30, 1995,
down 3.9% from $544,659,000 at September 30, 1994. The decline from the
earlier period is attributable primarily to decreases in cash and due from
banks, federal funds sold, and investment securities.

Investment securities represented approximately 66% of Lakeland's
total assets at December 31, 1994, and approximately 67% of total assets at
December 31, 1993. While the investment portfolio is diversified, Lakeland
invests primarily in United States government and agency obligations. At
December 31, 1994, investment securities included $203,842,000, consisting
primarily of mortgage-backed securities, classified as available-for-sale.
Those securities had an amortized cost of $217,243,000, resulting in a net
unrealized loss of $13,401,000, or $8,108,000 net of applicable deferred income
taxes. The unrealized loss on investment securities available-for-sale, net of
applicable deferred income taxes, totaled $8,108,000 at December 31, 1994, and
is reflected on the statement of condition as a reduction in stockholders'
equity. Investment securities classified as held-to-maturity totaled
$153,227,000. Those securities had a fair value of $149,770,000, resulting in
an net unrealized loss of $3,457,000, none of which is reflected in the
statements of condition.

F-75

<PAGE> 146
Changing market interest rates caused the value of Lakeland's
investment securities to recover some of their value during the nine months
ended September 30, 1995. At that date, investment securities classified as
available-for-sale had fair values totaling $227,062,000 and amortized costs
totaling $234,052,000, resulting in a net unrealized loss of $6,990,000.
Investment securities classified as held-to-maturity at September 30, 1995, had
fair values totaling $126,652,000 and amortized costs totaling $125,578,000,
resulting in a net unrealized gain of $1,074,000. During the nine months ended
September 30, 1995, there were no sales of investment securities. At September
30, 1995, approximately 48% of investment securities were at floating rates
that reprice at least quarterly. Management believes the investment security
portfolio is structured to provide acceptable levels of interest income from
portfolio yields while maintaining adequate liquidity.

Lakeland makes commercial, consumer, and real estate loans within its
trade area: Lakeland, Florida, and surrounding communities. Lending activities
are conducted pursuant to written loan policies that have been adopted by
Lakeland to ensure conservative underwriting. Loans are held to produce
interest income. There were no loans sold during 1994, 1993, or 1992. The
total loan portfolio amount has been relatively stable, with total loans of
$114,427,000, $116,031,000, and $111,640,000 outstanding at September 30, 1995,
December 31, 1994, and December 31, 1993, respectively. Approximately 56% of
the loan portfolio was secured by real estate at September 30, 1995, and
approximately 77% of the loan portfolio is at floating rates that reprice at
least annually.

The following table sets forth certain information about Lakeland's
nonaccrual, past due, and restructured loans (all of which are domestic loans;
there are no foreign loans outstanding):
<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- ---------
<S> <C> <C> <C>
Nonaccrual loans $818,000 $448,000 $654,000
Accruing loans 90 days or more past due 5,000 459,000 12,000
Restructured loans -- -- --
Gross interest not recorded on nonaccrual loans 41,000 21,000 63,000
</TABLE>

The following table sets forth certain information about Lakeland's
loan charge-offs and changes in the allowance for loan losses.
<TABLE>
<CAPTION>
December 31,
------------------------------------------------
1994 1993 1992
------------- ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period $2,500,000 $2,500,000 $2,500,000
Charge-offs (all domestic):
Commercial, financial and agricultural 51,000 30,000 67,000
Real estate - construction -- -- --
Real estate - mortgage 283,000 93,000 399,000
Installment loans to individuals 76,000 115,000 117,000
Lease financing -- -- --
------------- ------------ -----------
Total charge-offs 410,000 238,000 583,000
Recoveries (all domestic):
Commercial, financial and agricultural 42,000 30,000 58,000
Real estate - construction -- -- --
Real estate - mortgage 44,000 30,000 22,000
Installment loans to individuals 23,000 26,000 60,000
Lease financing -- -- --
------------- ------------ -----------
Total recoveries 109,000 86,000 140,000
Net charge-offs 301,000 152,000 443,000
Provision for loan losses 301,000 152,000 443,000
------------- ------------ -----------
Balance at end of period $2,500,000 $2,500,000 $2,500,000
============= ============ ===========
Ratio of net charge-offs to average loans 0.26% 0.14% 0.41%
</TABLE>
F-76
<PAGE> 147
The following table sets forth certain information about the
allocation of the allowance for loan losses within Lakeland's loan portfolio.
<TABLE>
<CAPTION>
Category as Category as
12/31/94 a % of Loans 12/31/93 a % of Loans
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Commercial, financial and $ 500,000 34.15% $ 500,000 29.47%
agricultural
Real estate - construction -- 11.77% -- 12.85%
Real estate - mortgage 1,250,000 43.57% 1,250,000 46.19%
Installment loans to individuals 750,000 10.51% 750,000 11.49%
Lease financing -- -- -- --
----------- ------------- ------------ -------------

Total allowance $2,500,000 100.00% $2,500,000 100.00%
=========== ============= =========== =============

</TABLE>

Nonaccrual loans at September 30, 1995 totaled $950,000 (0.83% of
total loans). The allowance for loan losses of $2,014,000 at September 30,
1995 represented 1.76% of total loans outstanding at such date. Management
believes the balance of the allowance for loan losses at September 30, 1995 is
adequate to absorb known risks in the loan portfolio.

Deposits are the major source of Lakeland's funds for lending and
investing purposes. Deposits are attracted through the offering of a broad
variety of deposit instruments including checking accounts, money market
accounts, regular savings accounts, retirement accounts and term certificate
accounts. Lakeland does not accept brokered deposits. The determination of
rates and terms is predicated on funds acquisition and liquidity needs, growth
goals and by the terms and rates offered by competitors. Total deposits
remained generally flat during 1995, declining less than 1% from $458,834,000
at December 31, 1993, to $454,668,000 at December 31, 1994. Total deposits at
September 30, 1995 were $427,895,000, down $26,028,000 (5.7%) from the amount
of deposits at September 30, 1994. Part of this decline was in
noninterest-bearing transaction accounts. Noninterest-bearing transaction
accounts decreased $10,265,000 (12%) between September 30, 1995 and September
30, 1994. Substantially all of the remaining decrease in total deposits
occurred in money market accounts and NOW accounts. Management believes those
declines resulted from depositors seeking higher rates than those offered by
Lakeland. Time deposits at September 30, 1995, total $184,374,000,
representing 43% of total deposits. Time deposits maturing within one year
total $130,413,000 (70.7% of total time deposits). Based on current and
anticipated levels of interest rates and past practices, management anticipates
that substantially all of Lakeland's time deposits maturing during this time
period will be renewed or replaced by time deposits from other customers at
competitive market rates. Consequently, management does not believe that the
maturity of time deposits will have a material adverse impact on Lakeland's
liquidity.

Cash dividends of $3,300,000 ($110 per share) were declared during
each of the last three years. This represents a dividend payout ratio of
36.4%, 34.2% and 39.4% for 1994, 1993 and 1992, respectively. No dividends
were declared during the nine month periods ended September 30, 1995 and 1994.

At September 30, 1995, stockholders' equity grew to $79,412,000; a
14.5% increase over December 31, 1994. Stockholders' equity was $69,352,000
and $71,686,000 at December 31, 1994 and December 31, 1993, respectively.
Effective January 1, 1994, Lakeland adopted Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS
115). SFAS 115 requires that investment securities classified as
available-for-sale be carried at their fair value with any unrealized gains and
losses reported in a separate component of stockholders' equity, net of the
applicable deferred tax effect. The effect of SFAS 115 was to reduce
stockholders' equity by $4,229,000 at September 30, 1995, and by $8,108,000 at
December 31, 1994. Because gains and losses on investment securities available
for sale are recognized for earnings purposes only at the time they are sold,
the actual gains or losses may differ from that used for fair value purposes
under SFAS 115. Management does not believe that the net unrealized loss
existing at September 30, 1995, on investment securities available for sale
will have a material adverse affect on Lakeland's future operating results.
For a description of regulatory capital requirements applicable to Lakeland and
Lakeland's compliance therewith, see "GOVERNMENT REGULATION - CAPITAL
REQUIREMENTS."

F-77

<PAGE> 148

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data concerning Lakeland have
been prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time due to inflation. The primary impact of inflation on the
operations of Lakeland is reflected in increased operating costs.
Substantially all of the assets and liabilities of Lakeland are monetary in
nature. As a result, changes in interest rates have a more significant impact
on its performance than do the effects of changes in the general rate of
inflation and changes in prices. Interest rates do not necessarily move in the
same direction or in the same magnitude as the prices of goods and services.

F-78

<PAGE> 149
EXHIBIT A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of August 25, 1995, by and among PEOPLES BANK OF LAKELAND
("Lakeland"), a Florida banking corporation having its principal office located
in Lakeland, Florida; THE HUNTINGTON NATIONAL BANK OF LAKELAND (IN ORGANIZATION)
(the "Bank"), a national banking association being organized by Huntington and
which will have its principal office located in Lakeland, Florida; and
HUNTINGTON BANCSHARES INCORPORATED ("Huntington"), a Maryland corporation having
its principal office located in Columbus, Ohio. The Parties contemplate that
Huntington will cause the Bank, upon the designation of its organizers and
proposed directors, to join in and execute this Agreement.

PREAMBLE

The Boards of Directors of Lakeland, the Bank and Huntington are of the
opinion that the transactions described herein are in the best interests of the
parties and their respective shareholders. This Agreement provides for the
acquisition of Lakeland by Huntington pursuant to the merger of Lakeland with
and into the Bank. At the Effective Time of such merger, the outstanding shares
of the capital stock of Lakeland shall be converted (except as provided herein)
into the right to receive a combination of shares of the common stock of
Huntington and cash. As a result of the Merger, Lakeland's shareholders shall
become shareholders of Huntington, and the Bank as the Surviving Corporation
shall conduct its business and operations as a wholly-owned subsidiary of
Huntington. The transactions described in this Agreement are subject to the
approvals of the shareholders of Lakeland, the Board of Governors of the Federal
Reserve System, the Office of the Comptroller of the Currency, and the Florida
State Banking Department and other applicable Regulatory Authorities, and the
satisfaction of certain other conditions described in this Agreement. It is the
intention of the parties to this Agreement that the Merger for federal income
tax purposes shall qualify as a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code, and for accounting purposes shall qualify
for treatment as a purchase.

Certain terms used in this Agreement are defined in Section 11.1 of
this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants and agreements set forth herein, the
parties agree as follows:

ARTICLE 1

TRANSACTIONS AND TERMS OF MERGER

1.1 MERGER. Lakeland shall be merged (the "Merger") with and into the Bank
in accordance with the provisions of and with the effect provided in Section
215a of Title 12 of the United States Code and Section 658.41 et seq. of the
Financial Institutions Code on terms and subject to the provisions of this
Agreement and the Bank Plan of Merger ("Bank Plan"), attached hereto as Exhibit
1. The transactions contemplated in this Agreement and in the Bank Plan shall be
consummated at the Effective Time. Subject the terms and conditions hereof, the
Board of Directors of Lakeland shall recommend that Lakeland's shareholders vote
in favor of this Agreement, the Bank Plan and the Merger. The Merger shall be
consummated pursuant to the terms of this Agreement and the Bank Plan, which
have been approved and adopted by a majority of the respective Boards of
Directors of Lakeland and Huntington, and a majority of the organizers of the
Bank. Huntington shall cause this Agreement and the Bank Plan to be approved by
the organizers and Board of Directors of Bank and to be executed by Bank prior
to the Effective Time, and by executing this Agreement approves this Agreement
and the Bank Plan as the sole shareholder of the Bank. Huntington may, change
the method of effecting the acquisition of Lakeland, including merging Lakeland
with a Florida-chartered entity instead of the Bank, if it deems such a change
to be reasonably necessary in order to facilitate the consummation of the
transactions contemplated by this Agreement; provided, that no such change will
alter the amount or kind of consideration to be received by the holders of
Lakeland Common Stock, change the tax consequences of the Merger to any of the
Parties
<PAGE> 150
hereto or to the shareholders of Lakeland or cause a material delay in
the consummation of the transactions contemplated by this Agreement. In the
event of any such change, Huntington shall and shall cause any Huntington
Companies added or substituted as Parties hereto to reaffirm the
representations, warranties, covenants and agreements made herein or in any
related document, instrument or agreement to reflect such changes, and the
Parties shall cooperate in making any changes hereto, if any, necessary to
reflect such changed structure consistent with the terms and conditions hereof.

1.2 TIME AND PLACE OF CLOSING. The Closing will take place at 9:00 A.M.
on the date that the Effective Time occurs (or the immediately preceding day if
the Effective Time is earlier than 9:00 A.M.), or at such other time as the
Parties, acting through their chief executive officers or chief financial
officers, may mutually agree. The Closing shall be held at such place as may be
mutually agreed upon by the Parties.

1.3 EFFECTIVE TIME. The Merger and other transactions contemplated by
this Agreement shall become effective on the date and at the time specified in
the Certificate of Merger issued by the OCC (the "Effective Time"), and not
prior to January 15, 1996. Subject to the terms and conditions hereof, unless
otherwise mutually agreed upon in writing by the chief executive officers or
chief financial officers of each Party, the Parties shall use their reasonable
efforts to cause the Effective Time to occur within five business days following
the last to occur of (i) the effective date (including expiration of any
applicable waiting period) of the last required Consent of any Regulatory
Authority having authority over and approving or exempting the Merger, and (ii)
the date on which the shareholders of Lakeland approve this Agreement as
required by applicable Law.

ARTICLE 2

TERMS OF MERGER

2.1 CHARTER. The Articles of Association of Bank in effect immediately
prior to the Effective Time shall be the Articles of Association of the
Surviving Corporation until otherwise amended or repealed.

2.2 BYLAWS. The Bylaws of Bank in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation until otherwise
amended or repealed.

2.3 DIRECTORS AND OFFICERS. The directors of Bank in office immediately
prior to the Effective Time, together with such additional persons as may
thereafter be elected, shall serve as the directors of the Surviving Corporation
from and after the Effective Time in accordance with the Bylaws of the Surviving
Corporation. The officers of Bank in office immediately prior to the Effective
Time, together with such additional persons as may thereafter be elected, shall
serve as the officers of the Surviving Corporation from and after the Effective
Time in accordance with the Bylaws of the Surviving Corporation.

ARTICLE 3

MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES. Subject to the provisions of this Article 3,
at the Effective Time, by virtue of the Merger and without any action on the
part of Huntington, Lakeland, Bank or the shareholders of any of the foregoing,
the shares of the constituent corporations shall be converted as follows:

(a) Each share of Huntington Capital Stock issued and
outstanding immediately prior to the Effective Time shall remain issued
and outstanding from and after the Effective Time.

(b) Each share of Bank Common Stock issued and outstanding at
the Effective Time shall remain issued and outstanding from and after
the Effective Time.

(c) Each share of Lakeland Common Stock (excluding shares held
by Lakeland or any Huntington Company, in each case other than in a
fiduciary capacity or as a result of debts previously

A-2
<PAGE> 151
contracted, and excluding shares held by shareholders who perfect their
statutory dissenters' rights as provided in Section 3.4 of this
Agreement) issued and outstanding at the Effective Time shall cease to
be outstanding and shall be converted into by virtue of the Merger and
without further action on the part of the holders thereof, and
exchanged for the right to receive a combination of shares of
Huntington Common Stock and cash, in amounts to be determined in
accordance with the following formulas:

(i) A holder of Lakeland Common Stock (a "Lakeland
Stockholder") has the right to receive such number of whole
shares of Huntington Common Stock determined according to the
following formula:

NHC = 0.7 x TPP x NLC
---------------
TNLC x PHC

where:

NHC = The number of shares of Huntington
Common Stock to be received by a
Lakeland Stockholder, rounded down to
the nearest whole share;

TPP = $154,000,000 (the "Total Purchase
Price");

NLC = The number of shares of Lakeland Common
Stock owned by such Lakeland
Stockholder;

TNLC = The total number of shares of
Lakeland Common Stock issued and
outstanding at the Effective Time,
except that any such shares held by any
Lakeland Company or any Huntington
Company, as described in Section 3.2 of
this Agreement, shall be excluded; and

PHC = The price per share of Huntington
Common Stock determined in accordance
with subsection (iii) below (the "Price
Per Share of Huntington Common Stock").

(ii) In addition to the number of shares of
Huntington Common Stock determined according to subsection (i)
above, each Lakeland Stockholder, subject only to the
exceptions contained in this Section 3.1 and in Sections 3.3
and 8.14 hereof, shall in all events be entitled to receive
cash in an amount determined according to the following
formula:

Cash = TPP x NLC - (NHC x PHC)
---------
TNLC

where:

Cash = The cash payment to be made to such
Lakeland Stockholder.

All other terms are defined as defined or determined in
subsection (i) above with respect to such Lakeland
Shareholder.

(iii) For purposes of all the formulae set forth in
this Section 3.1(c), the Price Per Share of Huntington Common
Stock shall be the average of the closing sale prices for a
share of Huntington Common Stock as reported on the Nasdaq
National Market (the "Average Closing Sale Price") on the five
trading days immediately preceding the two business days
before the Effective Time (the "Measurement Period"); provided
if the Closing has not occurred within 30 days following the

A-3
<PAGE> 152
effective date of the last required Consent (including any
applicable waiting period), the Parties shall change the
Measurement Period to a mutually acceptable later period
closer to the anticipated Closing.

(iv) In no event shall fractional shares of
Huntington Common Stock be issued. No interest shall be
payable with respect to any cash payment pursuant to
subsection (i) above. The formula contained in paragraph (ii)
above provides for the payment in cash of the value of all
fractional shares that would otherwise be issued under the
terms of the formula contained in paragraph (i) above.

In the event any amounts are required to be placed into escrow pursuant to
Section 8.14 hereof, such amounts, if any, will be deducted from the cash
portion of the Total Purchase Price payable under this section.

Pursuant to the Huntington Rights Agreement, each share of Huntington
Common Stock issued in connection with the Merger upon conversion of Lakeland
Common Stock shall be accompanied by a Huntington Right.

3.2 ANTI-DILUTION PROVISIONS. In the event Huntington changes the
number of shares of Huntington Common Stock issued and outstanding prior to the
Effective Time as a result of a stock split, stock dividend, or similar
recapitalization with respect to such stock and the record date therefor (in the
case of a stock dividend) or the effective date thereof (in the case of a stock
split or similar recapitalization for which a record date is not established)
shall be (a) prior to the expiration of the Measurement Period, (i) the
Measurement Period limitations set forth in Section 3.1(c) above shall be
adjusted to appropriately adjust the ratio under which shares of Lakeland Common
Stock will be converted into shares of Huntington Common Stock pursuant to
Section 3.1(c) of this Agreement, and (ii) if necessary, the anticipated
Effective Time shall be postponed for an appropriate period of time not longer
than 15 trading days agreed upon by the parties in order for the Price Per Share
of Huntington Common Stock to reflect the market effect of such stock split,
stock dividend, or similar recapitalization, and (b) after expiration of the
Measurement Period and prior to the Effective Time, "NHC", "PHC" and "Average
Closing Sale Price" (as used in the formulae set forth in Section 3.1(c)) shall
be proportionately adjusted to reflect the effect of such stock split, stock
dividend, or similar recapitalization.

3.3 SHARES HELD BY LAKELAND OR HUNTINGTON. Each of the shares of
Lakeland Common Stock held by any Lakeland Company or by any Huntington Company,
in each case other than in a fiduciary capacity or as a result of debts
previously contracted, shall be canceled and retired at the Effective Time and
no consideration shall be issued in exchange therefor.

3.4 DISSENTING SHAREHOLDERS. Any holder of shares of Lakeland Common
Stock who perfects his dissenters' rights in accordance with and as contemplated
by Section 658.44 of the Financial Institutions Code and 12 U.S.C. 215a shall be
entitled to receive the value of such shares in cash as determined pursuant to
such provision of Law; provided, that no such payment shall be made to any
dissenting shareholder unless and until such dissenting shareholder has complied
with the applicable provisions of the Financial Institutions Code and 12 U.S.C.
215a and surrendered to Huntington the certificate or certificates representing
the shares for which payment is being made. In the event that after the
Effective Time a dissenting shareholder of Lakeland fails to perfect, or
effectively withdraws or loses, his right to appraisal and of payment for his
shares, Huntington shall issue and deliver the consideration to which such
holder of shares of Lakeland Common Stock is entitled under this Article 3
(without interest) upon surrender by such holder of the certificate or
certificates representing shares of Lakeland Common Stock held by him. If and to
the extent required by applicable Law, Huntington will establish an escrow
account with an amount sufficient to satisfy the maximum aggregate payment that
may be required to be paid to dissenting shareholders. Upon satisfaction of all
claims of dissenting shareholders, the remaining escrowed amount, reduced by
payment of the fees and expenses of the escrow agent, will be returned to the
Surviving Corporation.

A-4
<PAGE> 153
ARTICLE 4

EXCHANGE OF SHARES

4.1 EXCHANGE PROCEDURES. Promptly after the Effective Time, Huntington
and Lakeland shall cause the exchange agent selected by Huntington (the
"Exchange Agent") to mail to the former shareholders of Lakeland appropriate
transmittal materials (which shall specify that delivery shall be effected, and
risk of loss and title to the certificates theretofore representing shares of
Lakeland Common Stock shall pass, only upon proper delivery of such certificates
to the Exchange Agent). The Exchange Agent may establish reasonable and
customary rules and procedures in connection with its duties. After the
Effective Time, each holder of shares of Lakeland Common Stock (other than
shares to be canceled pursuant to Section 3.3 of this Agreement or as to which
statutory dissenters' rights have been perfected as provided in Section 3.4 of
this Agreement) issued and outstanding at the Effective Time shall surrender the
certificate or certificates representing such shares to the Exchange Agent and
shall promptly upon surrender thereof receive in exchange therefor the
consideration provided in Section 3.1 of this Agreement, together with all
undelivered dividends or distributions in respect of such shares (without
interest thereon) pursuant to Section 4.2 of this Agreement. Huntington shall
not be obligated to deliver the consideration to which any former holder of
Lakeland Common Stock is entitled as a result of the Merger until such holder
surrenders his certificate or certificates representing the shares of Lakeland
Common Stock for exchange as provided in this Section 4.1. The certificate or
certificates of Lakeland Common Stock so surrendered shall be duly endorsed as
the Exchange Agent may require. Any other provision of this Agreement
notwithstanding, neither Huntington, the Surviving Corporation nor the Exchange
Agent shall be liable to a holder of Lakeland Common Stock for any amounts paid
or property delivered in good faith to a public official pursuant to any
applicable abandoned property Law. Adoption of this Agreement by the
shareholders of Lakeland shall constitute ratification of the appointment of the
Exchange Agent.

4.2 RIGHTS OF FORMER LAKELAND SHAREHOLDERS. At the Effective Time, the
stock transfer books of Lakeland shall be closed as to holders of Lakeland
Common Stock as of the close of business on the day that is one (1) business day
prior to the Effective Time and no transfer of Lakeland Common Stock by any such
holder shall thereafter be made or recognized. Until surrendered for exchange in
accordance with the provisions of Section 4.1 of this Agreement, each
certificate theretofore representing shares of Lakeland Common Stock (other than
shares to be canceled pursuant to Sections 3.3 and 3.4 of this Agreement) shall
from and after the Effective Time represent for all purposes only the right to
receive the consideration provided in Section 3.1 of this Agreement in exchange
therefor, subject, however, to the Surviving Corporation's obligation to pay any
dividends or make any other distributions with a record date prior to the
Effective Time which have been declared or made by Lakeland in respect of such
shares of Lakeland Common Stock in accordance with the terms of this Agreement
and which remain unpaid at the Effective Time. To the extent required by Law,
former shareholders of record of Lakeland shall be entitled to vote after the
Effective Time at any meeting of Huntington shareholders the number of whole
shares of Huntington Common Stock into which their respective shares of Lakeland
Common Stock are converted, regardless of whether such holders have exchanged
their certificates representing Lakeland Common Stock for certificates
representing Huntington Common Stock in accordance with the provisions of this
Agreement. Whenever a dividend or other distribution is declared by Huntington
on the Huntington Common Stock, the record date for which is at or after the
Effective Time, the declaration shall include dividends or other distributions
on all shares of Huntington Common Stock issuable pursuant to this Agreement, no
dividend or other distribution payable to the holders of record of Huntington
Common Stock as of any time subsequent to the Effective Time shall be delivered
to the holder of any certificate representing shares of Lakeland Common Stock
issued and outstanding at the Effective Time until such holder surrenders such
certificate for exchange as provided in Section 4.1 of this Agreement. However,
upon surrender of such Lakeland Common Stock certificate, both the Huntington
Common Stock certificate (together with all such undelivered dividends or other
distributions, without interest) and any undelivered cash payments payable
hereunder (without interest) shall be delivered and paid with respect to each
share represented by such certificate.

A-5
<PAGE> 154
ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF LAKELAND

Lakeland hereby represents and warrants to Huntington as
follows:

5.1 ORGANIZATION, STANDING, AND POWER. Lakeland is a bank duly
organized, validly existing, and in good standing under the Laws of the State of
Florida, and has the corporate power and authority to carry on its business as
now conducted and to own, lease and operate its material Assets. Lakeland does
not conduct any business or own any assets outside the State of Florida that
require it to be qualified or licensed to transact business as a foreign
corporation in any such other States of the United States and foreign
jurisdictions. Lakeland is a member in good standing of the FDIC's Bank
Insurance Fund ("BIF").

5.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) Lakeland has the corporate power and authority necessary
to execute, deliver, and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated herein, including the Merger, have been duly and validly authorized
by all necessary corporate action in respect thereof on the part of Lakeland,
subject to the approval of this Agreement by two-thirds (66 2/3%) (or such
lesser percentage required by applicable Law) of the outstanding Lakeland Common
Stock, which is the only shareholder vote required for approval of this
Agreement and consummation of the Merger by Lakeland. Subject to such requisite
shareholder approval, this Agreement represents a legal, valid, and binding
obligation of Lakeland, enforceable against Lakeland in accordance with its
terms (except in all cases as such enforceability may be limited by applicable
bankruptcy, insolvency, receivership, conservatorship, reorganization,
moratorium, or similar Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought).

(b) Neither the execution and delivery of this Agreement by
Lakeland, nor the consummation by Lakeland of the transactions contemplated
hereby, nor compliance by Lakeland with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of Lakeland's Articles of
Incorporation or Bylaws, or (ii) constitute or result in a Default under, or
require any Consent pursuant to, or result in the creation of any Lien on any
Asset of any Lakeland Company under, any Contract or Permit of any Lakeland
Company, where such Default or Lien, or any failure to obtain such Consent, is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Lakeland, or, (iii) subject to receipt of the requisite approvals
referred to in Section 9.1(b) of this Agreement, violate any Law or Order
applicable to any Lakeland Company or any of their respective material Assets.

(c) Other than in connection or compliance with the provisions
of applicable state corporate and securities Laws, and other than Consents
required from Regulatory Authorities, and other than notices to or filings with
the Internal Revenue Service or the Pension Benefit Guaranty Corporation with
respect to any employee benefit plans, or under the HSR Act, and other than
Consents, filings, or notifications which, if not obtained or made, are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Lakeland, no notice to, filing with, or Consent of, any public body or
authority is necessary for the consummation by Lakeland of the Merger and the
other transactions contemplated in this Agreement.

5.3 CAPITAL STOCK.

(a) The authorized capital stock of Lakeland consists of
30,000 shares of Lakeland Common Stock, all of which are issued and outstanding
as of the date of this Agreement. Lakeland has no shares of preferred stock
authorized, issued or outstanding. All of the issued and outstanding shares of
capital stock of Lakeland are duly and validly issued and outstanding and are
fully paid and nonassessable. None of the outstanding shares of capital stock of
Lakeland has been issued in violation of any preemptive rights of the current or
past shareholders of Lakeland.

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(b) Except as set forth in Section 5.3(a) of this Agreement,
or as disclosed in Section 5.3 of the Lakeland Disclosure Memorandum, there are
no shares of capital stock or other equity securities of Lakeland out standing
and no outstanding Rights relating to the capital stock of Lakeland.

5.4 LAKELAND SUBSIDIARIES. Lakeland has no Subsidiaries.

5.5 FINANCIAL STATEMENTS. Lakeland has included in Section 5.5 of the
Lakeland Disclosure Memorandum copies of all Lakeland Financial Statements for
periods ended prior to the date hereof and will deliver to Huntington copies of
all Lakeland Financial Statements prepared subsequent to the date hereof. The
Lakeland Financial Statements (as of the dates thereof and for the periods
covered thereby) (i) are, or if dated after the date of this Agreement, will be
in accordance with the books and records of Lakeland, which are or will be, as
the case may be, complete and correct and which have been or will have been, as
the case may be, maintained in accordance with good business practices, and (ii)
present or will present, as the case may be, fairly the consolidated financial
position of Lakeland as of the dates indicated and the consolidated results of
operations, changes in shareholders' equity, and cash flows of Lakeland for the
periods indicated, in accordance with GAAP or regulatory accounting principles
applicable to banks (subject to any exceptions as to consistency specified
therein or as may be indicated in the notes thereto or, in the case of interim
financial statements, to normal recurring year-end adjustments that are not
material in amount of effect).

5.6 ABSENCE OF UNDISCLOSED LIABILITIES. No Lakeland Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Lakeland, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of Lakeland as of
December 31, 1994 and June 30, 1995, included in the Lakeland Financial
Statements delivered prior to the date of this Agreement or reflected in the
notes thereto. Lakeland has not incurred or paid any Liability since June 30,
1995, except for (i) such Liabilities incurred or paid in the ordinary course of
business consistent with past business practice and which are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Lakeland or that are permitted hereunder and (ii) such Liabilities incurred in
connection with the sale of Lakeland.

5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1994,
except as disclosed in the Lakeland Financial Statements delivered prior to the
date of this Agreement or as disclosed in Section 5.7 of the Lakeland
Disclosure Memorandum, (i) there have been no events, changes, or occurences
which have had, or are reasonably likely to have, individually or in the
aggregate, a Material Advance Effect on Lakeland, and (ii) Lakeland has not
taken any action, or failed to take any action, prior to the date of this
Agreement, which action or failure, if taken after the date of this Agreement,
would represent or result in a material breach or violation of any of the
covenants and agreements of Lakeland provided in Article 7 of this Agreement.

5.8 TAX MATTERS.

(a) All Tax returns required to be filed by or on behalf of
any of the Lakeland Companies have been timely filed or requests for extensions
have been timely filed, granted, and have not expired for periods ended on or
before December 31, 1994, and on or before the date of the most recent fiscal
year end immediately preceding the Effective Time, except to the extent that all
such failures to file, taken together, are not reasonably likely to have a
Material Adverse Effect on Lakeland, and all returns filed are complete and
accurate to the Knowledge of Lakeland. All Taxes shown on filed returns have
been paid. As of the date of this Agreement, there is no audit examination,
deficiency, or refund Litigation with respect to any Taxes that is reasonably
likely to result in a determination that would have, individually or in the
aggregate, a Material Adverse Effect on Lakeland, except as reserved against in
the Lakeland Financial Statements delivered prior to the date of this Agreement
or as disclosed in Section 5.8 of the Lakeland Disclosure Memorandum. All Taxes
and other Liabilities due with respect to completed and settled examinations or
concluded Litigation have been paid.

(b) Lakeland has not executed an extension or waiver of any
statute of limitations on the assessment or collection of any Tax due (excluding
such statutes that relate to years currently under examination by the Internal
Revenue Service or other applicable taxing authorities) that is currently in
effect.

(c) Adequate provision for any Taxes due or to become due for
any of the Lakeland Companies for the period or periods through and including
the date of the respective Lakeland Financial Statements has been made and is
reflected on such Lakeland Financial Statements.

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(d) Deferred Taxes of the Lakeland Companies have been
provided for in accordance with GAAP.

(e) Each of the Lakeland Companies is in compliance with, and
its records contain all information and documents (including properly completed
IRS Forms W-9) necessary to comply with, all applicable information reporting
and Tax withholding requirements under federal, state, and local Tax Laws, and
such records identify with specificity all accounts subject to backup
withholding under Section 3406 of the Internal Revenue Code, except for such
instances of noncompliance and such omissions as are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Lakeland.

(f) The federal income tax returns of Lakeland have been
examined by the Internal Revenue Service for tax years ending 1983.

5.9 ALLOWANCE FOR POSSIBLE LOAN LOSSES. In the opinion of management of
Lakeland, the allowance for possible loan or credit losses (the "Allowance")
shown on the consolidated balance sheets of Lakeland included in the most recent
Lakeland Financial Statements dated prior to the date of this Agreement was, and
the Allowance shown on the consolidated balance sheets of Lakeland included in
the Lakeland Financial Statements as of dates subsequent to the execution of
this Agreement will be, as of the dates thereof, adequate (within the meaning of
GAAP and applicable regulatory requirements or guidelines) to provide for losses
relating to or inherent in the loan and lease portfolios (including accrued
interest receivables) of the Lakeland Companies and other extensions of credit
(including letters of credit and commitments to make loans or extend credit) by
the Lakeland Companies as of the dates thereof, except where the failure of such
Allowance to be so adequate is not reasonably likely to have a Material Adverse
Effect on Lakeland.

5.10 ASSETS. Except as disclosed in Section 5.10 of the Lakeland
Disclosure Memorandum or as disclosed or reserved against in the Lakeland
Financial Statements delivered prior to the date of this Agreement, Lakeland has
good and marketable title, free and clear of all Liens, to all of its Assets.
All tangible properties used in the businesses of Lakeland are in good
condition, reasonable wear and tear excepted, and are usable in the ordinary
course of business consistent with Lakeland's past practices. All Assets which
are material to Lakeland's business, held under leases or subleases by Lakeland,
are held under valid Contracts enforceable in accordance with their respective
terms (except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or other Laws affecting the enforcement
of creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceedings may be brought), and each such
Contract is in full force and effect. Lakeland currently maintains insurance and
blanket bonds (collectively, "Insurance") similar in amounts, scope, and
coverage to that maintained by other peer banking organizations. Lakeland has
not received notice from any Insurance carrier that (i) such Insurance will be
canceled or that coverage thereunder will be reduced or eliminated, or (ii)
premium costs with respect to such policies of insurance will be substantially
increased. There are presently no claims pending under such policies of
Insurance and no notices have been given by Lakeland under such policies and
Lakeland has no Knowledge of any events that require any such notice to be
given. Section 5.10 of the Lakeland Disclosure Memorandum sets forth a list of
all material real property owned or leased by Lakeland (the "Real Property").

5.11 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of Lakeland, Lakeland's Participation
Facilities, and its Loan Properties are, and have been, in compliance with all
Environmental Laws, except for violations which are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Lakeland.

(b) To the Knowledge of Lakeland, there is no Litigation
pending or threatened before any court, governmental agency, or authority or
other forum in which Lakeland or any of its Participation Facilities has been
or, with respect to threatened Litigation, may be named as a defendant (i) for
alleged noncompliance (including by any predecessor) with any Environmental Law
or (ii) relating to the release into the environment of any Hazardous Substance,
whether or not occurring at, on, under, or involving a site owned, leased, or
operated by Lakeland or any of its

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Participation Facilities, except for such Litigation pending or threatened that
is not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Lakeland.

(c) To the Knowledge of Lakeland, there is no Litigation
pending or threatened before any court, governmental agency, or board or other
forum in which any of its Loan Properties (or Lakeland in respect of such Loan
Property) has been or, with respect to threatened Litigation, may be named as a
defendant or potentially responsible party (i) for alleged noncompliance
(including by any predecessor) with any Environmental Law or (ii) relating to
the release into the environment of any Hazardous Substance, whether or not
occurring at, on, under, or involving a Loan Property, except for such
Litigation pending or threatened that is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Lakeland.

(d) To the Knowledge of Lakeland, there is no reasonable basis
for any Litigation of a type described in subsections (b) or (c), except such as
is not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Lakeland.

(e) During the period of (i) Lakeland's ownership or operation
of any of their respective current properties, (ii) Lakeland's participation in
the management of any Participation Facility, or (iii) Lakeland's holding of a
security interest in a Loan Property, there have been no releases of Hazardous
Substance in, on, under, or affecting such properties, except such as are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Lakeland. Prior to the period of (i) Lakeland ownership or operation
of any of their respective current properties, (ii) Lakeland participation in
the management of any Participation Facility, or (iii) Lakeland holding of a
security interest in a Loan Property, to the Knowledge of Lakeland, there were
no releases of Hazardous Substance in, on, under, or affecting any such
property, Participation Facility or Loan Property, except such as are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Lakeland.

5.12 COMPLIANCE WITH LAWS. Lakeland has in effect all Permits necessary
for it to own, lease, or operate its material Assets and to carry on its
business as now conducted, except for those Permits, the absence of which are
not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Lakeland, and there has occurred no Default under any such
Permit, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Lakeland. Except
as disclosed in Section 5.12 of the Lakeland Disclosure Memorandum, Lakeland:

(a) is not in violation of any Laws, Orders, or Permits
applicable to its business or employees conducting its business, except for
violations which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Lakeland; and

(b) has not received any notification or communication from
any agency or department of federal, state, or local government or any
Regulatory Authority or the staff thereof (i) asserting that Lakeland is not in
compliance with any of the Laws or Orders which such governmental authority or
Regulatory Authority enforces, where such noncompliance is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Lakeland,
(ii) threatening to revoke any Permits, the revocation of which is reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Lakeland, or (iii) requiring Lakeland to enter into or consent to the issuance
of a cease and desist order, formal agreement, directive, commitment, or
memorandum of understanding, or to adopt any Board resolution or similar
undertaking, which restricts materially the conduct of its business, or in any
manner relates to its capital adequacy, its credit or reserve policies, its
management, or the payment of dividends.

5.13 LABOR RELATIONS. Lakeland is not the subject of any Litigation
asserting that it has committed an unfair labor practice (within the meaning of
the National Labor Relations Act or comparable state law) or seeking to compel
it to bargain with any labor organization as to wages or conditions of
employment, nor is there any strike or other labor dispute involving Lakeland,
pending or threatened, or to the Knowledge of Lakeland, is there any activity
involving any Lakeland's employees seeking to certify a collective bargaining
unit or engaging in any other organization activity.

5.14 EMPLOYEE BENEFIT PLANS.

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(a) Lakeland has disclosed in Section 5.14 of the Lakeland
Disclosure Memorandum, and has delivered or made available to Huntington prior
to the execution of this Agreement copies in each case of, all pension,
retirement, profit-sharing, deferred compensation, stock option, employee stock
ownership, severance pay, vacation, bonus, or other incentive plan, all other
written employee programs, arrangements, or agreements, all medical, vision,
dental, or other health plans, all life insurance plans, and all other employee
benefit plans or fringe benefit plans, including "employee benefit plans" as
that term is defined in Section 3(3) of ERISA, currently adopted, maintained by,
sponsored in whole or in part by, or contributed to by any Lakeland Company or
Affiliate thereof for the benefit of employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries and under which
employees, retirees, dependents, spouses, directors, independent contractors, or
other beneficiaries are eligible to participate (collectively, the "Lakeland
Benefit Plans"). Any of the Lakeland Benefit Plans which is an "employee pension
benefit plan," as that term is defined in Section 3(2) of ERISA, is referred to
herein as a "Lakeland ERISA Plan." Except as disclosed in Section 5.14(b) of the
Lakeland Disclosure Memorandum, each Lakeland ERISA Plan which is also a
"defined benefit plan" (as defined in Section 414(j) of the Internal Revenue
Code) is referred to herein as a "Lakeland Pension Plan." No Lakeland Plan,
including the Lakeland Pension Trust, is or has been a multiemployer plan within
the meaning of Section 3(37) of ERISA.

(b) Except as disclosed in Section 5.14(b) of the Lakeland
Disclosure Memorandum, all Lakeland Benefit Plans are in compliance with the
applicable terms of ERISA, the Internal Revenue Code including the 1986
amendments thereto and any other applicable Laws, the breach or violation of
which are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Lakeland. Except as disclosed in Section 5.14(b) of
the Lakeland Disclosure Memorandum, each Lakeland ERISA Plan which is intended
to be qualified under Section 401(a) of the Internal Revenue Code has received a
favorable determination letter from the Internal Revenue Service, and Lakeland
is not aware of any circumstances likely to result in revocation of any such
favorable determination letter. To the Knowledge of Lakeland, no Lakeland
Company has engaged in a transaction with respect to any Lakeland Benefit Plan
that, assuming the taxable period of such transaction expired as of the date
hereof, would subject any Lakeland Company to a Tax imposed by either Section
4975 of the Internal Revenue Code or Section 502(i) of ERISA in amounts which
are reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Lakeland.

(c) As of March 30, 1995, no Lakeland Pension Plan has any
"unfunded current liability," as that term is defined in Section 302(d)(8)(A) of
ERISA, and the fair market value of the assets of any such plan exceeds the
plan's "benefit liabilities," as that term is defined in Section 4001(a)(16) of
ERISA, when determined under actuarial factors that would apply if the plan
terminated in accordance with all applicable legal requirements and assuming the
adoption of interest rates and mortality tables described in Section
417(e)(3)(A)(i) and the use of such interest rates published in March 1995, and
assuming that all participants take a lump sum distribution of their vested
accrued benefits on March 30, 1995. Since the date of the most recent actuarial
valuation, there has been (i) no material change in the financial position of
any Lakeland Pension Plan, (ii) no change in the actuarial assumptions with
respect to any Lakeland Pension Plan, and (iii) no increase in benefits under
any Lakeland Pension Plan as a result of plan amendments or changes in
applicable Law which is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Lakeland or materially adversely affect
the funding status of any such plan. Neither any Lakeland Pension Plan nor any
"single-employer plan," within the meaning of Section 4001(a)(15) of ERISA,
currently or formerly maintained by any Lakeland Company, or the single-employer
plan of any entity which is considered one employer with Lakeland under Section
4001 of ERISA or Section 414 of the Internal Revenue Code or Section 302 of
ERISA (whether or not waived) (an "ERISA Affiliate") has an "accumulated funding
deficiency" within the meaning of Section 412 of the Internal Revenue Code or
Section 302 of ERISA, which is reasonably likely to have a Material Adverse
Effect on Lakeland. No Lakeland Company has provided, or is required to provide,
security to a Lakeland Pension Plan or to any single-employer plan of an ERISA
Affiliate pursuant to Section 401(a)(29) of the Code.

(d) Within the six-year period preceding the Effective Time,
no Liability under Subtitle C or D of Title IV of ERISA has been or is expected
to be incurred by any Lakeland Company with respect to any ongoing, frozen, or
terminated single-employer plan or the single-employer plan of any ERISA
Affiliate, which Liability is reasonably likely to have a Material Adverse
Effect on Lakeland. No Lakeland Company has incurred any withdrawal Liability
with respect to a multiemployer plan under Subtitle B of Title IV of ERISA
(regardless of whether based on contributions of an ERISA Affiliate), which
Liability is reasonably likely to have a Material Adverse Effect on Lakeland.

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No notice of a "reportable event," within the meaning of Section 4043 of ERISA
for which the 30-day reporting requirement has not been waived, has been
required to be filed for any Lakeland Pension Plan or by any ERISA Affiliate
within the 12-month period ending on the date hereof.

(e) Except as disclosed in Section 5.14 of the Lakeland
Disclosure Memorandum, no Lakeland Company has any Liability for retiree health
and life benefits under any of the Lakeland Benefit Plans and there are no
restrictions on the rights of such Lakeland Company to amend or terminate any
such Plan without incurring any Liability thereunder, which Liability is
reasonably likely to have a Material Adverse Effect on Lakeland.

(f) Except as disclosed in Section 5.14 of the Lakeland
Disclosure Memorandum, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation, golden parachute, or
otherwise) becoming due to any director or any employee of any Lakeland Company
from any Lakeland Company under any Lakeland Benefit Plan or otherwise, (ii)
increase any benefits otherwise payable under any Lakeland Benefit Plan, or
(iii) result in any acceleration of the time of payment or vesting of any such
benefit, where such payment, increase, or acceleration is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Lakeland.

(g) All liabilities under any Lakeland benefit plan, other
than benefits accrued pursuant to funded retirement plans subject to the
provisions of Section 412 of the Internal Revenue Code or Section 302 of ERISA,
have been fully reflected on the audited Lakeland Financial Statements to the
extent required by and in accordance with GAAP.

5.15 MATERIAL CONTRACTS. Except as disclosed in Section 5.15 of the
Lakeland Disclosure Memorandum or otherwise reflected in the Lakeland Financial
Statements, none of Lakeland, nor any of its respective Assets, businesses or
operations, is a party to, or is bound or affected by, or receives benefits
under, (i) any employment, severance, termination, consulting, or retirement or
other Contract providing for aggregate payments to any Person in any calendar
year in excess of $50,000, and (ii) any Contract relating to the borrowing of
money by Lakeland or the guarantee by Lakeland of any such obligation (other
than Contracts evidencing deposit liabilities, purchases of federal funds,
fully-secured repurchase agreements, and Federal Home Loan Bank advances, trade
payables, and Contracts relating to borrowings or guarantees made in the
ordinary course of business) (together with all Contracts referred to in
Sections 5.10 and 5.14(a) of this Agreement, the "Lakeland Contracts"). With
respect to each Lakeland Contract and except as disclosed in Section 5.15 of the
Lakeland Disclosure Memorandum: (i) the Contract is in full force and effect;
(ii) Lakeland is not in Default thereunder, other than Defaults which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Lakeland; (iii) Lakeland has not repudiated or waived any material
provision of any such Contract; and (iv) no other party to any such Contract
is, to the the knowledge of Lakeland, in Default in any respect, other than
Defaults which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Lakeland, or has repudiated or waived
any material provision thereunder.

5.16 LEGAL PROCEEDINGS. There is no Litigation instituted or pending,
or, to the Knowledge of Lakeland, threatened (or unasserted but considered
probable of assertion and which if asserted would have at least a reasonable
probability of an unfavorable outcome) against Lakeland, or against any Asset,
interest, or right of any of them, nor are there any Orders of any Regulatory
Authorities, other governmental authorities, or arbitrators outstanding against
Lakeland. Section 5.16 of the Lakeland Disclosure Memorandum includes a summary
report of all Litigation as of the date of this Agreement to which Lakeland is a
party and which names Lakeland as a defendant or cross-defendant.

5.17 REPORTS. Since January 1, 1990, or the date of organization if
later, each Lakeland Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with any applicable state securities or banking authorities
(except, in the case of state securities authorities, failures to file which are
not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Lakeland). As of their respective dates, each of such reports
and documents, including the financial statements, exhibits, and schedules
thereto, complied in all material respects with all applicable Laws. As of its
respective date, each such report and document did not, in all material
respects, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.

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5.18 STATEMENTS TRUE AND CORRECT. No statement, certificate,
instrument, or other writing furnished or to be furnished by Lakeland or any
Affiliate thereof to Huntington pursuant to this Agreement or any other
document, agreement, or instrument referred to herein contains or will contain
any untrue statement of material fact or will omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the information supplied or to be
supplied by any Lakeland Company or any Affiliate thereof for inclusion in the
Registration Statement to be filed by Huntington with the SEC will, when the
Registration Statement becomes effective, be false or misleading with respect to
any material fact, or omit to state any material fact necessary to make the
statements therein not misleading. None of the information supplied or to be
supplied by any Lakeland Company or any Affiliate thereof for inclusion in the
Proxy Statement to be mailed to Lakeland's shareholders in connection with the
Shareholders' Meeting, and any other documents to be filed by a Lakeland Company
or any Affiliate thereof with the SEC or any other Regulatory Authority in
connection with the transactions contemplated hereby, will, at the respective
time such documents are filed, and with respect to the Proxy Statement, when
first mailed to the shareholders of Lakeland, be false or misleading with
respect to any material fact, or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, or, in the case of the Proxy Statement or any amendment
thereof or supplement thereto, at the time of the Shareholders' Meeting, be
false or misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier communication
with respect to the solicitation of any proxy for the Shareholders' Meeting. All
documents that any Lakeland Company or any Affiliate thereof is responsible for
filing with any Regulatory Authority in connection with the transactions
contemplated hereby will comply as to form in all material respects with the
provisions of applicable Law.

5.19 TAX AND REGULATORY MATTERS. Neither Lakeland nor any Affiliate
thereof has taken any action or has any Knowledge of any fact or circumstance
that is reasonably likely to (i) prevent the transactions contemplated hereby,
including the Merger, from qualifying as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code, or that (ii) would materially
impede or delay receipt of any Consents of Regulatory Authorities referred to in
Section 9.1(b) of this Agreement or result in the imposition of a condition or
restriction of the type referred to in the last sentence of such Section.

5.20 STATE TAKEOVER LAWS. Each Lakeland Company shall take all
necessary steps to exempt the transactions contemplated by this Agreement from,
or if necessary challenge the validity or applicability of, any applicable state
takeover Law.

5.21 CHARTER PROVISIONS. Lakeland has taken all action so that the
entering into of this Agreement and the consummation of the Merger and the other
transactions contemplated by this Agreement do not and will not result in the
grant of any rights to any Person under the Articles of Incorporation, Bylaws or
other governing instruments of Lakeland or restrict or impair the ability of
Huntington or any of its Subsidiaries to vote, or otherwise to exercise the
rights of a shareholder with respect to, shares of Lakeland that may be directly
or indirectly acquired or controlled by it.

5.22 SHAREHOLDER'S AGREEMENTS. Each of the Lakeland directors and
certain of their related interests has executed and delivered to Huntington an
agreement in substantially the form of Exhibit 2.

5.23 COMPLIANCE WITH CERTAIN LAWS. Lakeland is in compliance with all
currently applicable capital requirements and guidelines prescribed by all
appropriate federal or state bank Regulatory Authorities.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF HUNTINGTON

Huntington hereby represents and warrants to Lakeland as follows:

6.1 ORGANIZATION, STANDING, AND POWER. Huntington is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of
Maryland, and has the corporate power and authority to carry on its

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business as now conducted and to own, lease and operate its material Assets.
Huntington is duly qualified or licensed to transact business as a foreign
corporation in good standing in the States of the United States and foreign
jurisdictions where the character of its Assets or the nature or conduct of its
business requires it to be so qualified or licensed, except for such
jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Huntington.

6.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) Huntington has the corporate power and authority necessary
to execute, deliver and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated herein, including the Merger, have been duly and validly authorized
by all necessary corporate action in respect thereof on the part of Huntington.
This Agreement represents a legal, valid, and binding obligation of Huntington,
enforceable against Huntington in accordance with its terms (except in all cases
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought).

(b) Neither the execution and delivery of this Agreement by
Huntington, nor the consummation by Huntington of the transactions contemplated
hereby, nor compliance by Huntington with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of Huntington's Articles of
Incorporation or Bylaws, or (ii) constitute or result in a Default under, or
require any Consent pursuant to, or result in the creation of any Lien on any
Asset of any Huntington Company under, any Contract or Permit of any Huntington
Company, where such Default or Lien, or any failure to obtain such Consent, is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Huntington, or, (iii) subject to receipt of the requisite approvals
referred to in Section 9.1(b) of this Agreement, violate any Law or Order
applicable to any Huntington Company or any of their respective material Assets.

(c) Other than in connection or compliance with the provisions
of the Securities Laws, applicable state corporate and securities Laws, and
rules of the NASD, and other than Consents required from Regulatory Authorities,
and other than notices to or filings with the Internal Revenue Service or the
Pension Benefit Guaranty Corporation with respect to any employee benefit plans,
and other than Consents, filings, or notifications which, if not obtained or
made, are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Huntington, no notice to, filing with, or Consent of,
any public body or authority is necessary for the consummation by Huntington of
the Merger and the other transactions contemplated in this Agreement.

6.3 CAPITAL STOCK. The authorized capital stock of Huntington consists
of (i) 200,000,000 shares of Huntington Common Stock, of which 136,688,144
shares are issued and outstanding as of August 22, 1995, and (ii) 6,617,808
shares of Huntington Preferred Stock, none of which are designated, issued or
outstanding. All of the issued and outstanding shares of Huntington Capital
Stock are, and all of the shares of Huntington Common Stock to be issued in
exchange for shares of Lakeland Common Stock upon consummation of the Merger,
when issued in accordance with the terms of this Agreement, will be, duly and
validly issued and outstanding and fully paid and nonassessable. None of the
outstanding shares of Huntington Capital Stock has been, and none of the shares
of Huntington Common Stock to be issued in exchange for shares of Lakeland
Common Stock upon consummation of the Merger will be, issued in violation of any
preemptive rights of the current or past shareholders of Huntington.

6.4 FINANCIAL STATEMENTS. Huntington has delivered to Lakeland all
Huntington Financial Statements for periods ended prior to the date hereof and
will deliver to Lakeland copies of all Huntington Financial Statements prepared
subsequent to the date hereof. The Huntington Financial Statements (as of the
dates thereof and for the periods covered thereby) (i) are or, if dated after
the date of this Agreement, will be in accordance with the books and records of
the Huntington Companies, which are or will be, as the case may be, complete and
correct and which have been or will have been, as the case may be, maintained in
accordance with good business practices, and (ii) present or will present, as
the case may be, fairly the consolidated financial position of the Huntington
Companies as of the dates indicated and the consolidated results of operations,
changes in shareholders' equity, and cash flows of the Huntington

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Companies for the periods indicated, in accordance with GAAP (subject to
exceptions as to consistency specified therein or as may be indicated in the
notes thereto or, in the case of interim financial statements, to normal
recurring year-end adjustments that are not material in amount or effect).

6.5 RIGHTS AGREEMENT. The execution and delivery of this Agreement and
the consummation of the Merger and the other transactions contemplated by this
Agreement will not result in the grant of any rights to any Person under the
Huntington Rights Agreement (other than to Lakeland Stockholders as contemplated
by Section 3.1 of this Agreement) or enable or require the Huntington Rights to
be exercised, distributed or triggered.

6.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1994,
except as disclosed in the Huntington Financial Statements delivered prior to
the date of this Agreement or as disclosed in Section 6.6 of the Huntington
Disclosure Memorandum, (i) there have been no events, changes or occurrences
which have had, or are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Huntington.

6.8 COMPLIANCE WITH LAWS. Huntington is duly registered as a bank
holding company under the BHC Act and with the Florida State Banking Department.
Each Huntington Company has in effect all Permits necessary for it to own, lease
or operate its material Assets and to carry on its business as now conducted,
except for those Permits the absence of which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Huntington, and
there has occurred no Default under any such Permit, other than Defaults which
are not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Huntington. Except as disclosed in Section 6.8 of the
Huntington Disclosure Memorandum, no Huntington Company:

(a) is in violation of any Laws, Orders or Permits applicable
to its business or employees conducting its business, except for
violations which are not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Huntington; and

(b) has received any notification or communication from any
agency or department of federal, state, or local government or any
Regulatory Authority or the staff thereof (i) asserting that any
Huntington Company is not in compliance with any of the Laws or Orders
which such governmental authority or Regulatory Authority enforces,
where such noncompliance is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Huntington or which
would prevent or delay the consummation of the transactions
contemplated herein, (ii) threatening to revoke any Permits, the
revocation of which is reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Huntington, (iii) requiring
any Huntington Company to enter into or consent to the issuance of a
cease and desist order, formal agreement, directive, commitment or
memorandum of understanding, or to adopt any Board resolution or
similar undertaking, which restricts materially the conduct of its
business, or in any manner relates to its capital adequacy, its credit
or reserve policies, its management, or the payment of dividends, or
which are reasonably likely to delay or prevent the consummation of the
transactions contemplated herein.

6.9 LEGAL PROCEEDINGS. There is no Litigation pending, or to the
Knowledge of Huntington, threatened against Huntington or any Huntington Company
that seeks to enjoin, delay or prevent the execution, delivery or performance of
this Agreement or the completion of the transactions contemplated herein.

6.10 REPORTS. Since January 1, 1990, Huntington has filed all reports
and statements, together with any amendments required to be made with respect
thereto, that it was required to file with (i) the SEC, including, but not
limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other
Regulatory Authorities, and (iii) any applicable state securities or banking
authorities (except, in the case of state securities authorities, failures to
file which are not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on Huntington). As of their respective dates, each of
such reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all material respects with all applicable Laws.
As of its respective date, each such report and document did not, contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading.

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6.11 STATEMENTS TRUE AND CORRECT. No statement, certificate, instrument
or other writing furnished or to be furnished by Huntington or any Affiliate
thereof to Lakeland pursuant to this Agreement or any other document, agreement
or instrument referred to herein contains or will contain any untrue statement
of material fact or will omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. None of the information supplied or to be supplied by Huntington
or any Affiliate thereof for inclusion in the Registration Statement to be filed
by Huntington with the SEC, will, when the Registration Statement becomes
effective, be false or misleading with respect to any material fact, or omit to
state any material fact necessary to make the statements therein not misleading.
None of the information supplied or to be supplied by Huntington or any
Affiliate thereof for inclusion in the Proxy Statement to be mailed to
Lakeland's shareholders in connection with the Shareholders' Meeting, and any
other documents to be filed by Huntington or any Affiliate thereof with the SEC
or any other Regulatory Authority in connection with the transactions
contemplated hereby, will, at the respective time such documents are filed, and
with respect to the Proxy Statement, when first mailed to the shareholders of
Lakeland, be false or misleading with respect to any material fact, or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or, in the case of
the Proxy Statement or any amendment thereof or supplement thereto, at the time
of the Shareholders' Meeting, be false or misleading with respect to any
material fact, or omit to state any material fact necessary to correct any
statement in any earlier communication with respect to the solicitation of any
proxy for the Shareholders' Meeting. All documents that Huntington or any
Affiliate thereof is responsible for filing with any Regulatory Authority in
connection with the transactions contemplated hereby will comply as to form in
all material respects with the provisions of applicable Law.

6.12 AUTHORITY OF BANK. Bank will be a national banking association
with its principal office located in Lakeland, Florida duly organized, validly
existing and in good standing under the Laws of the United States as a wholly
owned Subsidiary of Huntington. The authorized capital stock of Bank shall
consist of 1,000 shares of Bank Common Stock, all of which, will be, prior to
the Effective Time validly issued and outstanding, fully paid and nonassessable
and will be owned by Huntington free and clear of any Lien. Bank will have the
corporate power and authority necessary to execute, deliver and perform its
obligations under this Agreement and to consummate the transactions contemplated
hereby, subject to the receipt of the necessary Consents of the applicable
Regulatory Authorities. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein,
including the Merger, shall have been duly and validly authorized by all
necessary corporate action in respect thereof on the part of Bank or on its
behalf by its organizers and proposed directors thereunto duly authorized and
will be, prior to Closing, ratified by the Bank's Board of Directors. At the
earliest practicable time, Huntington will cause the Bank to join in and execute
this Agreement, whereupon this Agreement will represent a legal, valid, and
binding obligation of Bank, enforceable against Bank in accordance with its
terms (except in all cases as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
the enforcement of creditors' rights generally and except that the availability
of the equitable remedy of specific performance or injunctive relief is subject
to the discretion of the court before which any proceeding may be brought).

6.13 TAX AND REGULATORY MATTERS. No Huntington Company or any Affiliate
thereof has taken any action or has any Knowledge of any fact or circumstance
that is reasonably likely to (i) prevent the transactions contemplated hereby,
including the Merger, from qualifying as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay
receipt of any Consents of Regulatory Authorities referred to in Section 9.1(b)
of this Agreement or result in the imposition of a condition or restriction of
the type referred to in the last sentence of such Section.

ARTICLE 7

CONDUCT OF BUSINESS PENDING CONSUMMATION

7.1 AFFIRMATIVE COVENANTS OF LAKELAND. Unless the prior written consent
of Huntington shall have been obtained, and except as otherwise expressly
contemplated herein, Lakeland shall and shall cause each of its Subsidiaries to
(a) operate its business only in the usual, regular, and ordinary course, (b)
preserve intact its business organization and Assets and maintain its rights and
franchises, and (c) take no action which would (i) adversely affect the ability
of any Party to obtain any Consents required for the transactions contemplated
hereby without imposition of a condition or

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restriction of the type referred to in the last sentences of Section 9.1(b) or
9.1(c) of this Agreement, or (ii) adversely affect the ability of any Party to
perform its covenants and agreements under this Agreement.

7.2 NEGATIVE COVENANTS OF LAKELAND. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
Lakeland covenants and agrees that it will not do or agree or commit to do, or
permit any of its Subsidiaries to do or agree or commit to do, any of the
following without the prior written consent of the chief executive officer,
president or chief financial officer of Huntington, which consent shall not be
unreasonably withheld:

(a) amend the Articles of Incorporation, Bylaws or other
governing instruments of any Lakeland Company, or

(b) incur any additional debt obligation or other obligation
for borrowed money except in the ordinary course of the business of
Lakeland and its Subsidiaries consistent with past practices (which
shall include creation of deposit liabilities, purchases of federal
funds, advances from the Federal Reserve Bank or Federal Home Loan
Bank, and entry into repurchase agreements fully secured by U.S.
government or agency securities), or impose, or suffer the imposition,
on any Asset of Lakeland of any Lien or permit any such Lien to exist
(other than in connection with deposits, repurchase agreements, bankers
acceptances, "treasury tax and loan" accounts established in the
ordinary course of business, the satisfaction of legal requirements in
the exercise of trust powers, and Liens in effect as of the date hereof
that are disclosed in the Lakeland Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or exchange
(other than exchanges in the ordinary course under employee benefit
plans), directly or indirectly, any shares, or any securities
convertible into any shares, of the capital stock of Lakeland, or
declare or pay any dividend or make any other distribution in respect
of Lakeland's capital stock, provided that Lakeland may (to the extent
legally and contractually permitted to do so), but is not obligated
hereunder, to declare and pay its customary annual cash dividends on
the shares of Lakeland Common Stock not in excess of $3,300,000 in the
aggregate or $110 per share of Lakeland Common Stock with usual and
regular record and payment dates in accordance with past practice
disclosed in Section 7.2(c) of the Lakeland Disclosure Memorandum, and
provided further that if the Closing and the Effective Time has not
occurred prior to the record date for the first dividend on Huntington
Common Stock in 1996, then Lakeland may declare and pay a dividend on
Lakeland Common Stock (the "1996 Dividend"). The 1996 Dividend shall be
determined by Lakeland's Board of Directors and shall be payable from
funds lawfully available therefor, in an amount not to exceed (i)
$27.50 per share of Lakeland Common Stock in the event the failure to
close by such date is attributable to a breach by Lakeland of a
covenant or agreement herein or by any failure of Lakeland that results
in the failure of any condition to Huntington's conditions to Closing
in Section 9.2 hereof, provided Huntington is not then in breach of any
of its representations, warranties, covenants, or agreements hereunder
and otherwise (ii) an aggregate amount equal to the aggregate dividend
declared and payable by Huntington on the aggregate number of shares of
Huntington Common Stock issuable to Lakeland shareholders hereunder; or

(d) except for this Agreement, issue, sell, pledge, encumber,
authorize the issuance of, enter into any Contract to issue, sell,
pledge, encumber, or authorize the issuance of, or otherwise permit to
become outstanding, any additional shares of Lakeland Common Stock or
any other capital stock of any Lakeland Company, or any Rights; or

(e) adjust, split, combine or reclassify any capital stock of
any Lakeland Company, or issue or authorize the issuance of any other
securities in respect of or in substitution for shares of Lakeland
Common Stock, or sell, lease, mortgage or otherwise dispose of any
Asset (other than Assets acquired as a result of debts previously
contracted) other than in the ordinary course of business for
reasonable and adequate consideration; or

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(f) except for purchases of U.S. Treasury securities or U.S.
Government agency securities, which in either case have maturities of
three years or less, purchase any securities or make any material
investment, either by purchase of stock of securities, contributions to
capital, Asset transfers, or purchase of any Assets, in any Person
other than a wholly owned Lakeland Subsidiary, or otherwise acquire
direct or indirect control over any Person, other than in connection
with (i) foreclosures in the ordinary course of business, (ii)
acquisitions of control by a depository institution Subsidiary in its
fiduciary capacity, or (iii) the creation of new wholly owned
Subsidiaries organized to conduct or continue activities otherwise
permitted by this Agreement; or

(g) grant any increase in compensation or benefits to the
employees or officers of any Lakeland Company, except in accordance
with past practice disclosed in Section 7.2(g) of the Lakeland
Disclosure Memorandum or as required by Law; pay any severance or
termination pay or any bonus other than pursuant to written policies or
written Contracts in effect on the date of this Agreement and disclosed
in Section 7.2(g) of the Lakeland Disclosure Memorandum; and enter into
or amend any severance agreements with officers of Lakeland; grant any
increase in fees or other increases in compensation or other benefits
to the directors of Lakeland or voluntarily accelerate the vesting of
any employee benefits; or

(h) enter into or amend any employment Contract between
Lakeland and any Person (unless such amendment is required by Law) that
Lakeland does not have the unconditional right to terminate without
Liability (other than Liability for services already rendered), at any
time on or after the Effective Time;

(i) adopt any new employee benefit plan of Lakeland's or
terminate or withdraw from, or make any material change in or to, any
existing employee benefit plans of Lakeland other than any such change
that is required by Law or that, in the opinion of counsel, is
necessary or advisable to maintain the tax qualified status of any such
plan, or make any distributions from such employee benefit plans except
as required by Law, the terms of such plans or consistent with
Lakeland's past practice; or

(j) make any significant change in any Tax or accounting
methods or systems of internal accounting controls, except as may be
appropriate to conform to changes in Tax Laws or regulatory accounting
requirements or GAAP; or

(k) commence any Litigation other than in accordance with past
practice, settle any Litigation involving any Liability of Lakeland for
material money damages or restrictions upon the operations of Lakeland;
or

(l) except in the ordinary course of business, enter into,
modify, amend or terminate any material Contract or waive, release,
compromise or assign any material rights or claims.

7.3 COVENANTS OF HUNTINGTON. From the date of this Agreement until the
earlier of the Effective Time or the termination of this Agreement, Huntington
covenants and agrees that it shall take no action which to its knowledge at the
time of such action, would (i) materially adversely affect the ability of any
Party to obtain any Consents required for the transactions contemplated hereby
without imposition of a condition or restriction of the type referred to in the
last sentences of Section 9.1(b) or 9.1(c) of this Agreement, or (ii) materially
adversely affect the ability of any Party to perform its covenants and
agreements under this Agreement. Huntington further covenants and agrees that it
will not or agree or commit to, amend the Articles of Incorporation, Bylaws or
the Huntington Rights Agreement of Huntington, in each case, in any manner
adverse to the holders of Lakeland Common Stock as compared to rights of holders
of Huntington Common Stock generally as of the date of this Agreement, without
the prior written consent of the chief executive officer, president or chief
financial officer of Lakeland, which consent shall not be unreasonably withheld.

7.4 ADVERSE CHANGES IN CONDITION. Each Party agrees to give written
notice promptly to the other Party upon becoming aware of the occurrence or
impending occurrence of any event or circumstance relating to it or any of its
Subsidiaries which (i) is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a
material breach of any of its representations, warranties, or covenants
contained herein, and to use its reasonable efforts to prevent or promptly to
remedy the same.

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7.5 REPORTS. Each Party and its Subsidiaries shall file all reports
required to be filed by it with Regulatory Authorities between the date of this
Agreement and the Effective Time and shall deliver to the other Party copies of
all such reports promptly after the same are filed. If financial statements are
contained in any such reports filed with the SEC, such financial statements will
fairly present the consolidated financial position of the entity filing such
statements as of the dates indicated and the consolidated results of operations,
changes in shareholders' equity, and cash flows for the periods then ended in
accordance with GAAP (subject in the case of interim financial statements to
normal recurring year-end adjustments that are not material). As of their
respective dates, such reports filed with the SEC will comply in all material
respects with the Securities Laws and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Any financial statements contained
in any other reports to another Regulatory Authority shall be prepared in
accordance with Laws applicable to such reports.

ARTICLE 8

ADDITIONAL AGREEMENTS

8.1 REGISTRATION STATEMENT; PROXY STATEMENT; SHAREHOLDER APPROVAL. As
soon as practicable after execution of this Agreement, Huntington shall file the
Registration Statement with the SEC, and shall use its reasonable efforts to
cause the Registration Statement to become effective under the 1933 Act and take
any action required to be taken under the applicable state Blue Sky or
securities Laws in connection with the issuance of the shares of Huntington
Common Stock upon consummation of the Merger. Lakeland shall furnish all
information concerning it and the holders of its capital stock as Huntington may
reasonably request in connection with such action. Lakeland shall call a
Shareholders' Meeting, to be held as soon as reasonably practicable after the
Registration Statement is declared effective by the SEC and the Proxy Statement
has been reviewed and cleared by the OCC, for the purpose of voting upon
approval of this Agreement, Merger and such other related matters as it deems
appropriate. In connection with the Shareholders' Meeting, (i) Lakeland and
Huntington shall prepare, as part of the Registration Statement filed with the
SEC, a Proxy Statement and mail such Proxy Statement to Lakeland's shareholders
following the review and clearance of such Proxy Statement and related proxy
materials by the OCC, (ii) the Parties shall furnish to each other all
information concerning them that they may reasonably request in connection with
such Proxy Statement, (iii) the Board of Directors of Lakeland shall recommend
(subject to compliance with their fiduciary duties as advised by counsel) to
Lakeland's shareholders the approval of this Agreement, and (iv) the Board of
Directors and officers of Lakeland shall (subject to compliance with their
fiduciary duties as advised by counsel) use its reasonable efforts to obtain
such shareholders' approval.

8.2 NASDAQ LISTING. Huntington shall use its reasonable efforts to
list, prior to the Effective Time, on the Nasdaq National Market the shares of
Huntington Common Stock to be issued to the holders of Lakeland Common Stock
pursuant to the Merger, and Huntington shall give all notices and make all
filings with the NASD, required in connection with the transactions contemplated
herein.

8.3 APPLICATIONS. Huntington shall promptly prepare and file, and
Lakeland shall cooperate in the preparation and, where appropriate, the filing
of, applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement, including the Florida State Banking
Department, seeking the requisite Consents necessary to consummate the
transactions contemplated by this Agreement.

8.4 [RESERVED.]

8.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to the terms and
conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, or
advisable under applicable Laws to consummate and make effective, as soon as
practicable after the date of this Agreement, the transactions contemplated by
this Agreement, including using its reasonable efforts to lift or rescind any
Order adversely affecting its ability to consummate the transactions
contemplated herein and to cause to be satisfied the conditions referred to in
Article 9 of this Agreement; provided, that nothing herein shall preclude either
Party from exercising its rights under this Agreement. Each Party shall use, and
shall cause each of its Subsidiaries to use, its reasonable efforts to obtain
all Consents necessary or desirable

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for the consummation of the transactions contemplated by this Agreement. The
Parties shall deliver to each other, copies of all filings, correspondence and
orders to and from all Regulatory Authorities in connection with the
transactions contemplated hereby.

8.6 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall keep the other
Party advised of all material developments relevant to its business and to
consummation of the Merger and shall permit the other Party to make or cause
to be made such investigation of the business and properties of it and its
Subsidiaries and of their respective financial and legal conditions as the other
Party reasonably requests, provided that such investigation shall be reasonably
related to the transactions contemplated hereby and shall not interfere
unnecessarily with normal operations. No investigation by a Party shall affect
the representations and warranties of the other Party.

(b) Each Party shall, and shall cause its advisers and agents
to, maintain the confidentiality of all confidential information furnished to it
by the other Party concerning its and its Subsidiaries' businesses, operations,
and financial positions and shall not use such information for any purpose
except in furtherance of the transactions contemplated by this Agreement. If
this Agreement is terminated prior to the Effective Time, each Party shall
promptly return or certify the destruction of all documents and copies thereof,
and all work papers containing confidential information received from the other
Party. The Parties are subject to a Confidentiality Agreement dated as of July
12, 1995, which is hereby reaffirmed and adopted, and incorporated herein by
reference.

(c) Lakeland shall use its reasonable efforts to exercise its
rights under confidentiality agreements entered into with Persons which were
considering an Acquisition Transaction with Lakeland to preserve the
confidentiality of the information relating to Lakeland provided to such Persons
and their Affiliates and Representatives.

(d) Each Party agrees to give the other Party notice as soon
as practicable after any determination by it of any fact or occurrence relating
to the other Party which it has discovered through the course of its
investigation and which represents, or is reasonably likely to represent, either
a material breach of any representation, warranty, covenant or agreement of the
other Party or which has had or is reasonably likely to have a Material Adverse
Effect on the other Party.

8.7 PRESS RELEASES. Prior to the Effective Time, Lakeland and
Huntington shall consult with each other as to the form and substance of any
press release or other public disclosure materially related to this Agreement or
any other transaction contemplated hereby; provided, that nothing in this
Section 8.7 shall be deemed to prohibit any Party from making any disclosure
which its counsel deems necessary or advisable in order to satisfy such Party's
disclosure obligations imposed by Law.

8.8 CERTAIN ACTIONS. Except with respect to this Agreement and the
transactions contemplated hereby, neither Lakeland nor any Affiliate or any
Representatives thereof retained by Lakeland shall directly or indirectly
solicit or encourage any Acquisition Proposal by any Person. Except to the
extent necessary to comply with the fiduciary duties of Lakeland's Board of
Directors as advised by counsel, neither Lakeland nor any Affiliate or
Representative thereof shall furnish any non-public information that it is not
legally obligated to furnish, negotiate with respect to, or enter into any
Contract with respect to, any Acquisition Proposal, but Lakeland may communicate
information about such an Acquisition Proposal to its shareholders if and to the
extent that it is required to do so in order to comply with its legal
obligations as advised by counsel. Lakeland shall promptly notify Huntington
orally and in writing in the event that it receives any inquiry or proposal
relating to any such transaction. Lakeland shall (i) immediately cease and cause
to be terminated any existing activities, discussions or negotiations with any
Persons conducted heretofore with respect to any of the foregoing, and (ii)
direct and use its reasonable efforts to cause all of its Representatives not to
engage in any of the foregoing.

8.9 TAX TREATMENT. Each of the Parties undertakes and agrees to use its
reasonable efforts to cause the Merger, and to take no action which would cause
the Merger not, to qualify for treatment as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue code for federal income tax
purposes.

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8.10 AGREEMENTS WITH RESPECT TO AFFILIATES. Lakeland has disclosed in
Section 8.12 of the Lakeland Disclosure Memorandum all Persons whom it
reasonably believes is an "affiliate" of Lakeland for purposes of Rule 145 under
the 1933 Act. Lakeland shall use its reasonable efforts to cause each such
Person (other than SunTrust Banks, Inc.) to deliver to Huntington not later than
30 days prior to the Effective Time, a written agreement, substantially in the
form of Exhibit 3, providing that such Person will not sell, pledge, transfer,
or otherwise dispose of the shares of Lakeland Common Stock held by such Person
except as contemplated by such agreement or by this Agreement and will not sell,
pledge, transfer, or otherwise dispose of the shares of Huntington Common Stock
to be received by such Person upon consummation of the Merger except in
compliance with applicable provisions of the 1933 Act.

8.11 EMPLOYEE BENEFITS AND CONTRACTS. Following the Effective Time,
Huntington shall provide generally to officers and employees of Lakeland
employee benefits under employee benefit and welfare plans, incentive plans and
stock option and other plans involving the potential issuance of Huntington
Common Stock, on terms and conditions which when taken as a whole are
substantially similar to those currently provided generally by Huntington and
its Affiliates to their similarly situated officers and employees; provided,
that, for a period of 12 months after the Effective Time, Huntington shall
provide generally to officers and employees of Lakeland Companies severance
benefits in accordance with the Contracts of either (i) Lakeland as disclosed in
Section 8.11 of the Lakeland Disclosure Memorandum, or (ii) in the absence of
any such plan or policies by Lakeland, in accordance with the Huntington's
policies generally. For purposes of participation and vesting under such
employee benefit plans, the service of the employees of the Lakeland Companies
prior to the Effective Time shall be treated as service with a Huntington
Company participating in such employee benefit plans. Huntington also shall
cause the Surviving Corporation and its Subsidiaries to honor in accordance with
their terms all employment, severance, consulting and other compensation
Contracts and plans disclosed in Section 8.11 of the Lakeland Disclosure
Memorandum to Huntington between any Lakeland Company and any current or former
director, officer, or employee thereof, and all provisions for vested benefits
or other vested amounts earned or accrued through the Effective Time under the
Lakeland Benefit Plans.

8.12 INDEMNIFICATION.

(a) For a period of three years after the Effective Time,
Huntington shall, and shall cause the Surviving Corporation and its parent
corporation, Huntington Bancshares - Florida, Inc. ("Huntington-Florida") to,
indemnify, defend and hold harmless the present and former directors, officers,
employees and agents of the Lakeland Companies (each, an "Indemnified Party")
against all Liabilities arising out of actions or omissions arising out of the
Indemnified Party's service or services as directors, officers, employees or
agents of Lakeland or, at Lakeland's request, of another corporation,
partnership, joint venture, trust or other enterprise occurring at or prior to
the Effective Time (including the transactions contemplated by this Agreement)
to the full extent permitted under Federal or Florida Law, or by Lakeland's
Articles of Incorporation and Bylaws consistent with Florida Law as in effect on
the date hereof, whether or not any Huntington Company is insured against such
matter, including provisions relating to advances of expenses incurred in the
defense of any Litigation, with respect to any Liability, claim, demand, action
or Litigation asserted or made prior to or at any time after the Effective Time.
All such rights to indemnification with respect to any such Liability, claim,
demand, or action shall continue until the final disposition of such Litigation,
claims, Liability, demands and actions regardless of when such claim, demand,
action Litigation and/or Liability was made or asserted; provided, however, that
nothing contained herein shall increase or lengthen the duration of obligations
with respect to such indemnification by the Surviving Corporation and
Huntington-Florida over that to which Lakeland would have been subject had the
Merger not been consummated. The provisions of this Section 8.12 shall survive
the Effective Time and the Closing Date. Without limiting the foregoing, in any
case in which approval by the Surviving Corporation is required to effectuate
any indemnification, Huntington shall cause the Surviving Corporation and
Huntington-Florida to direct, at the election of the Indemnified Party, that the
determination of any such approval shall be made by independent counsel mutually
agreed upon between Huntington and the Indemnified Party.

8.13 CERTAIN POLICIES OF LAKELAND. At the request of Huntington,
Lakeland shall use its best efforts to modify and change its loan, litigation
and real estate valuation policies and practices (including loan classifications
and levels of reserves) prior to the Effective Time so as to be consistent on a
mutually satisfactory basis with those of Huntington and GAAP. Lakeland shall
not be required to modify or change any such policies or practices, however,
until such time as (i) satisfaction of the conditions set forth in Sections
9.1(a), 9.1(b) and 9.1(c) of this Agreement, (ii) such

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time as Lakeland and Huntington agree that the Effective Time will occur prior
to the public disclosure of such modifications or changes in regular periodic
earnings releases or periodic reports filed with the Regulatory Authorities, and
(iii) Huntington acknowledges in writing that all conditions to its obligation
to consummate the Merger (and Huntington's rights to terminate this Agreement)
have been waived or satisfied; provided, that in all circumstances Lakeland
shall make such modifications and changes not later than immediately prior to
the Effective Time. Lakeland's representations, warranties, covenants and
agreements contained in this Agreement shall not be deemed to be untrue or
breached in any respect for any purpose as a consequence of any modifications or
changes undertaken solely on account of this Section 8.15.

8.14 LAKELAND PENSION PLAN. The Parties are aware that the defined
benefit pension plan sponsored by Lakeland known as the "Peoples Bank of
Lakeland Pension Trust" (the "Plan") appears not to have been amended timely as
required by applicable Law. Lakeland shall use all reasonable efforts prior to
the Effective Time to request a closing agreement with the Internal Revenue
Service under Revenue Procedure 94-16 or such other settlement procedures as may
be required to comply with the Tax Reform Act of 1986 and subsequently adopted
Laws. Such closing agreement or such other settlement procedures will provide
that the IRS will treat the Plan as having been timely amended for purposes of
the Tax Reform Act of 1986 and subsequent legislation covered by Revenue
Procedure 93-39 (the "Closing Agreement").

In the event that the Closing Agreement is obtained prior to Closing,
Lakeland will provide Huntington with a listing of the amounts of the expenses,
taxes, interest, sanctions, penalties or other amounts related to seeking and
obtaining such Closing Agreement, less any recoveries from New England Life or
others, and to the extent (if any) that the net of such amounts exceeds the Plan
Surplus (as defined below), such excess (if any) shall be deducted from the
aggregate cash payments payable to Lakeland shareholders pursuant to Section 3.1
hereof.

In the event that the Closing Agreement is not obtained prior to
Closing, Huntington and Lakeland will agree upon a mutually acceptable amount
reasonably related to any reasonably estimated expenses, taxes, interest,
sanctions, penalties or other amounts related to seeking and obtaining such
Closing Agreement, less any recoveries from New England Life or others, which
net amount shall be withheld from the aggregate cash payments payable to
Lakeland shareholders pursuant to Section 3.1 hereof, and placed in escrow upon
mutually acceptable terms and conditions.

The funds, if any, so escrowed shall be used to pay the Internal
Revenue Service any amounts due under the Closing Agreement and any other
amounts described in the preceding paragraphs in excess of any "Plan Surplus"
(as defined below). To the extent that any funds remain in such escrow following
the receipt of the Closing Agreement, the escrow agent shall distribute such
monies to the former Lakeland shareholders (except any Lakeland Company or any
Huntington Company, in each case other than in a fiduciary capacity or as a
result of debts previously contracted, and excluding shares held by Lakeland
shareholders who perfect their statutory dissenters' rights as provided in
Section 3.4 of this Agreement) pro rata to each such shareholders' holdings of
Lakeland Common Stock at Closing.

For purposes hereof, "Plan Surplus" shall mean the difference of (i)
the actual fair market of assets held by the Plan on March 30, 1995, minus (ii)
the "benefit liability" as defined in ERISA Section 4001(a)(16). Benefit
liability shall be computed by assuming the Plan has adopted the interest rate
and mortality tables described in Code Section 417(e)(3)(A)(i) (and using such
interest rate published for July 1995 if the Closing Agreement is completed
prior to the Closing, and using the interest rate to be published for November
1995 if the Closing Agreement is not completed prior to the Closing) and by
assuming all participants in the Plan received a lump sum distribution of their
vested benefits as of March 30, 1995. The Plan shall not pay any amounts due
pursuant to the receipt of the Closing Agreement, including, but not limited to,
amounts paid to the Internal Revenue Service or any service provider.

Lakeland shall furnish all information to Huntington which it provides
to the Internal Revenue Service in connection with the Closing Agreement and all
information related to the calculation of Plan Surplus and costs and expenses
described above. Lakeland shall discuss the status of the Closing Agreement on
such basis as may be reasonably requested by Huntington. Lakeland will provide
Huntington with a copy of the Form 5500 that has been filed or a draft of such
form to be filed for the Plan year ending March 30, 1995.

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ARTICLE 9

CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective obligations
of each Party to perform this Agreement and consummate the Merger and the other
transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by both Parties pursuant to Section 11.6 of
this Agreement:

(a) Shareholder Approval. The shareholders of Lakeland shall
have approved this Agreement, and the consummation of the transactions
contemplated hereby, including the Merger, as and to the extent
required by Law and by the provisions of any governing instruments.

(b) Regulatory Approvals. All Consents of, filings and
registrations with, and notifications to, all Regulatory Authorities
required for consummation of the Merger shall have been obtained or
made and shall be in full force and effect and all waiting periods
required by Law shall have expired. No Consent obtained from any
Regulatory Authority which is necessary to consummate the transactions
contemplated hereby shall be conditioned or restricted in a manner
(including requirements relating to the raising of additional capital
or the disposition of Assets) which in the reasonable judgment of the
Board of Directors of either Party would so materially adversely impact
the economic or business assumptions of the transactions contemplated
by this Agreement so as to render inadvisable the consummation of the
Merger.

(c) Consents and Approvals. Each Party shall have obtained any
and all Consents required for consummation of the Merger (other than
those referred to in Section 9.1(b) of this Agreement) or for the
preventing of any Default under any Contract or Permit of such Party
which, if not obtained or made, is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on such
Party. No Consent so obtained which is necessary to consummate the
transactions contemplated hereby shall be conditioned or restricted in
a manner which in the reasonable judgment of the Board of Directors of
either Party would so materially adversely impact the economic or
business assumptions of the transactions contemplated by this Agreement
so as to render inadvisable the consummation of the Merger.

(d) Legal Proceedings. No court or governmental authority or
Regulatory Authority of competent jurisdiction shall have enacted,
issued, promulgated, enforced or entered any Law or Order (whether
temporary, preliminary or permanent) or taken any other action which
prohibits, restricts or makes illegal consummation of the transactions
contemplated by this Agreement.

(e) Registration Statement. The Registration Statement shall
be effective under the 1933 Act, no stop orders suspending the
effectiveness of the Registration Statement shall have been issued, no
action, suit, proceeding or investigation by the SEC to suspend the
effectiveness thereof shall have been initiated and be continuing, and
all necessary approvals under state securities Laws or the 1933 Act or
1934 Act relating to the issuance or trading of the shares of
Huntington Common Stock issuable pursuant to the Merger shall have been
received.

(f) Nasdaq National Market Listing. The shares of Huntington
Common Stock issuable pursuant to the Merger shall have been approved
for listing on the Nasdaq National Market.

(g) Tax Matters. Each Party shall have received a written
opinion of counsel from Huntington's Counsel, in form reasonably
satisfactory to such Parties (the "Tax Opinion"), to the effect that
(i) the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code, (ii) the exchange in the
Merger of Lakeland Common Stock for Huntington Common Stock will not
give rise to gain or loss to the shareholders of Lakeland with respect
to such exchange (except to the extent of any cash received), and (iii)
none of Lakeland, Bank or Huntington will recognize gain or loss as a
consequence of the Merger (except for the inclusion in income of the
amount of the bad-debt reserve maintained by Lakeland and any other
amounts resulting from any required change in accounting methods and
any income and deferred gain recognized pursuant to Treasury
regulations issued under Section 1502 of the Internal Revenue Code). In

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rendering such Tax Opinion, such counsel shall be entitled to rely upon
representations of Lakeland's officers, directors and those Persons
that have executed Shareholder's Agreements in the form attached as
Exhibit 2 hereto and officers of Huntington reasonably satisfactory in
form and substance to such counsel.

9.2 CONDITIONS TO OBLIGATIONS OF HUNTINGTON. The obligations of
Huntington to perform this Agreement and consummate the Merger and the other
transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by Huntington pursuant to Section 11.6(a) of
this Agreement:

(a) REPRESENTATIONS AND WARRANTIES. For purposes of this
Section 9.2(a), the accuracy of the representations and warranties of
Lakeland set forth in this Agreement shall be assessed as of the date
of this Agreement and as of the Effective Time with the same effect as
though all such representations and warranties had been made on and as
of the Effective Time (provided that representations and warranties
which are confined to a specified date shall speak only as of such
date). The representations and warranties of Lakeland set forth in
Section 5.3 of this Agreement shall be true and correct (except for
inaccuracies which are de minimis in amount). The representations and
warranties of Lakeland set forth in Sections 5.19, 5.20, and 5.21 of
this Agreement shall be true and correct in all material respects.
There shall not exist inaccuracies in the representations and
warranties of Lakeland set forth in this Agreement (including the
representations and warranties set forth in Sections 5.3, 5.19, 5.20,
and 5.21) such that the aggregate effect of such inaccuracies has, or
is reasonably likely to have, a Material Adverse Effect on Lakeland;
provided that, for purposes of this sentence only, those
representations and warranties which are qualified by references to
"material" or "Material Adverse Effect" shall be deemed not to include
such qualifications.

(b) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and all of
the agreements and covenants of Lakeland to be performed and complied
with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and
complied with in all material respects.

(c) CERTIFICATES. Lakeland shall have delivered to Huntington
(i) a certificate, dated as of the Effective Time and signed on its
behalf by its chief executive officer and its chief financial officer,
to the effect that the conditions of its obligations set forth in
Section 9.2(a) and 9.2(b) of this Agreement have been satisfied, and
(ii) certified copies of resolutions duly adopted by Lakeland's Board
of Directors and shareholders evidencing the taking of all corporate
action necessary to authorize the execution, delivery and performance
of this Agreement, and the consummation of the transactions
contemplated hereby, all in such reasonable detail as Huntington and
its counsel shall request.

(d) OPINION OF COUNSEL. Huntington shall have received an
opinion of Alston & Bird, special counsel to Lakeland, dated as of the
Closing, in form reasonably satisfactory to Huntington, as to the
matters set forth in Exhibit 4.

(e) ACCOUNTANT'S LETTERS. Huntington shall have received from
Lakeland's Auditors letters dated not more than five days prior to the
date of the Proxy Statement with respect to certain financial
information regarding Lakeland, in form and substance reasonably
satisfactory to Huntington, which letters shall be based upon customary
specified procedures undertaken by such firm in accordance with
Statement of Auditing Standard No. 72.

(f) AFFILIATES' AGREEMENTS. Huntington shall have received
from each Affiliate of Lakeland the affiliate's agreement as and to the
extent specified in Section 8.10 of this Agreement.

(g) SHAREHOLDERS' EQUITY. Lakeland's shareholders' equity as
of the end of last fiscal quarter preceding Closing shall not be less
than Lakeland's shareholders' equity as of June 30, 1995, excluding for
purposes of the calculation of such shareholders' equity, the effects
of (i) all dividends declared and/or payable by Lakeland consistent
with terms of this Agreement, (ii) all net changes resulting from
application of FASB Statement No. 115 with respect to unrealized
securities gains and losses, (iii) all costs, fees and charges,

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including fees and charges of Lakeland's accountants, counsel and
investment bankers, whether or not accrued or paid, that are related to
the sale of Lakeland, and (iv) any reductions in Lakeland's
shareholders' equity resulting from any actions or changes in policies
of Lakeland taken at the request of Huntington, including those
described in Section 8.13 of this Agreement.

9.3 CONDITIONS TO OBLIGATIONS OF LAKELAND. The obligations of Lakeland
to perform this Agreement and consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following conditions,
unless waived by Lakeland pursuant to Section 11.6(b) of this Agreement:

(a) REPRESENTATIONS AND WARRANTIES. For purposes of this Section
9.3(a), the accuracy of the representations and warranties of
Huntington set forth in this Agreement shall be assessed as of the date
of this Agreement and as of the Effective Time with the same effect as
though all such representations and warranties had been made on and as
of the Effective Time (provided that representations and warranties
which are confined to a specified date shall speak only as of such
date). The representations and warranties of Huntington set forth in
Section 6.3 of this Agreement shall be true and correct (except for
inaccuracies which are de minimis in amount). The representations and
warranties of Huntington set forth in Section 6.13 of this Agreement
shall be true and correct in all material respects. There shall not
exist inaccuracies in the representations and warranties of Huntington
set forth in this Agreement (including the representations and
warranties set forth in Sections 6.3 and 6.13) such that the aggregate
effect of such inaccuracies has, or is reasonably likely to have, a
Material Adverse Effect on Huntington; provided that, for purposes of
this sentence only, those representations and warranties which are
qualified by references to "material" or "Material Adverse Effect"
shall be deemed not to include such qualifications.

(b) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and all of the
agreements and covenants of Huntington to be performed and complied
with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and
complied with in all material respects, and the Registration Statement
shall have been declared and shall remain effective, and the OCC shall
have reviewed and cleared the Proxy Statement.

(c) CERTIFICATES. Huntington shall have delivered to Lakeland
(i) a certificate, dated as of the Effective Time and signed on its
behalf by its chief executive officer and its chief financial officer,
to the effect that the conditions of its obligations set forth in
Section 9.3(a) and 9.3(b) of this Agreement have been satisfied, and
(ii) certified copies of resolutions duly adopted by Huntington's Board
of Directors and Bank's Board of Directors and shareholders evidencing
the taking of all corporate action necessary to authorize the
execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, all in such
reasonable detail as Lakeland and its counsel shall request.

(d) OPINION OF COUNSEL. Lakeland shall have received an opinion of
Porter, Wright, Morris & Arthur, counsel to Huntington, dated as of the
Effective Time, in form reasonably acceptable to Lakeland, as to the
matters set forth in Exhibit 5.

(e) FAIRNESS OPINION. Lakeland shall have received from The Carson
Medlin Company a letter, dated not more than five business days prior
to the date of the Proxy Statement, to the effect that, in the opinion
of such firm, the consideration to be received by Lakeland shareholders
in connection with the Merger is fair, from a financial point of view,
to such shareholders.

ARTICLE 10

TERMINATION

10.1 TERMINATION. Notwithstanding any other provision of this
Agreement, and notwithstanding the approval of this Agreement by the
shareholders of Lakeland, this Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Time:

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(a) By mutual consent of the Board of Directors of Huntington
and the Board of Directors of Lakeland; or

(b) By the Board of Directors of either Party (provided that
the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in
this Agreement) in the event of an inaccuracy of any representation or
warranty contained in this Agreement of the other Party which cannot be
or has not been cured within 30 days after the giving of written notice
to such Party of such inaccuracy and which inaccuracy would provide the
other Party the ability to refuse to consummate the Merger under the
applicable standard set forth in Section 9.2(a) of this Agreement in
the case of any termination by Huntington and Section 9.3(a) of this
Agreement in the case of any termination by Lakeland; or

(c) By the Board of Directors of either Party (provided that
the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in
this Agreement) in the event of a material breach by the other Party of
any covenant or agreement contained in this Agreement which cannot be
or has not been cured within 30 days after the giving of written notice
to the breaching Party of such breach; or

(d) By the Board of Directors of either Party (provided that
the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in
this Agreement) in the event (i) any Consent of any Regulatory
Authority required for consummation of the Merger and the other
transactions contemplated hereby shall have been denied by final
nonappealable action of such authority or if any action taken by such
authority is not appealed within the time limit for appeal, or (ii) the
shareholders of Lakeland fail to vote their approval of this Agreement
and the transactions contemplated hereby as required by the Financial
Institutions Code and 12 U.S.C. 215a at the Shareholders' Meeting where
the transactions were presented to such shareholders for approval and
voted upon; or

(e) By the Board of Directors of either Party in the event
that the Merger shall not have been consummated by March 29, 1996, if
the failure to consummate the transactions contemplated hereby on or
before such date is not caused by any breach of this Agreement by the
Party electing to terminate pursuant to this Section 10.1(e); or

(f) By the Board of Directors of either Party (provided that
the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in
this Agreement) in the event that any of the conditions precedent to
the obligations of such Party to consummate the Merger cannot be
satisfied or fulfilled by the date specified in Section 10.1(e) of this
Agreement; or

(g) By Huntington, in the event that the Board of Directors of
Lakeland shall have failed to reaffirm its approval of the Merger and
the transactions contemplated by this Agreement (to the exclusion of
any other Acquisition Proposal), or shall have resolved not to reaffirm
the Merger, or shall have affirmed, recommended or authorized entering
into any other Acquisition Proposal or other transaction involving a
merger, share exchange, consolidation or transfer of substantially all
of the Assets of Lakeland.

10.2 EFFECT OF TERMINATION. In the event of the termination and
abandonment of this Agreement pursuant to Section 10.1 of this Agreement, this
Agreement shall become void and have no effect, except that (i) the provisions
of this Section 10.2 and Article 11 and Section 8.6(b) of this Agreement shall
survive any such termination and abandonment, and (ii) a termination pursuant to
Sections 10.1(b), 10.1(c) or 10.1(f) of this Agreement shall not relieve the
breaching Party from Liability for an uncured willful breach of a
representation, warranty, covenant, or agreement giving rise to such
termination.

10.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The respective
representations, warranties, obligations, covenants, and agreements of the
Parties shall not survive the Effective Time except this Section 10.3 and
Articles 2, 3, 4 and 11 and Sections 8.10, 8.11, 8.12 and 8.14 of this
Agreement.

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ARTICLE 11

MISCELLANEOUS

11.1 DEFINITIONS.

(a) Except as otherwise provided herein, the capitalized terms
set forth below shall have the following meanings:

"ACQUISITION PROPOSAL" with respect to a Party shall mean any
tender offer or exchange offer or any proposal for a merger,
acquisition of all of the stock or assets of, or other business
combination involving such Party or any of its Subsidiaries or the
acquisition of a substantial equity interest in, or a substantial
portion of the assets of, such Party or any of its Subsidiaries.

"AFFILIATE" of a Person shall mean: (i) any other Person
directly, or indirectly through one or more intermediaries,
controlling, controlled by or under common control with such Person;
(ii) any officer, director, partner, employer, or direct or indirect
beneficial owner of any 10% or greater equity or voting interest of
such Person; or (iii) any other Person for which a Person described in
clause (ii) acts in any such capacity.

"AGREEMENT" shall mean this Agreement and Plan of Merger,
including the Exhibits delivered pursuant hereto and incorporated
herein by reference.

"ARTICLES OF MERGER" shall mean Articles of Merger, if any are
required to be executed by Bank and Lakeland, and filed with the
Secretary of State of the State of Florida relating to the Merger as
contemplated by Section 1.1 of this Agreement.

"ASSETS" of a Person shall mean all of the assets, properties,
businesses and rights of such Person of every kind, nature, character
and description, whether real, personal or mixed, tangible or
intangible, accrued or contingent, or otherwise relating to or utilized
in such Person's business, directly or indirectly, in whole or in part,
whether or not carried on the books and records of such Person, and
whether or not owned in the name of such Person or any Affiliate of
such Person and wherever located.

"BANK COMMON STOCK" shall mean the common stock of Bank.

"BHC ACT" shall mean the federal Bank Holding Company Act of
1956, as amended.

"CLOSING DATE" shall mean the date on which the Closing
occurs.

"CONSENT" shall mean any consent, approval, authorization,
clearance, exemption, waiver, or similar affirmation by any Person
pursuant to any Contract, Law, Order, or Permit.

"CONTRACT" shall mean any written or oral agreement,
arrangement, authorization, commitment, contract, indenture,
instrument, lease, obligation, plan, practice, restriction,
understanding or undertaking of any kind or character, or other
document to which any Person is a party or that is binding on any
Person or its capital stock, Assets or business.

"DEFAULT" shall mean (i) any breach or violation of or default
under any Contract, Order or Permit, (ii) any occurrence of any event
that with the passage of time or the giving of notice or both would
constitute a breach or violation of or default under any Contract,
Order or Permit, or (iii) any occurrence of any event that with or
without the passage of time or the giving of notice would give rise to
a right to terminate or revoke, change the current terms of, or
renegotiate, or to accelerate, increase, or impose any Liability under,
any Contract, Order or Permit, where, in any such event, such Default
is reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on a Party.

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"FBCA" shall mean the Florida Business Corporation Act.

"FDIC" shall mean the Federal Deposit Insurance Corporation.

"FINANCIAL INSTITUTIONS CODE" shall mean the Financial
Institutions Code of the State of Florida.

"ENVIRONMENTAL LAWS" shall mean all Laws relating to pollution
or protection of human health or the environment (including ambient
air, surface water, ground water, land surface or subsurface strata)
and which are administered, interpreted or enforced by the United
States Environmental Protection Agency and state and local agencies
with jurisdiction over, and including common law in respect of,
pollution or protection of the environment, including the Comprehensive
Environmental Response Compensation and Liability Act, as amended, 42
U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), and other Laws
relating to emissions, discharges, releases or threatened releases of
any Hazardous Substance, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport
or handling of any Hazardous Substance.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

"ERISA AFFILIATE" shall have the meaning provided in Section
5.14 of this Agreement.

"EXHIBITS" 1 through 6, inclusive, shall mean the Exhibits so
marked, copies of which are attached to this Agreement. Such Exhibits are hereby
incorporated by reference herein and made a part hereof, and may be referred to
in this Agreement and any other related instrument or document without being
attached hereto.

"GAAP" shall mean generally accepted accounting principles,
consistently applied during the periods involved.

"HAZARDOUS SUBSTANCE" shall mean (i) any hazardous substance,
hazardous material, hazardous waste, regulated substance or toxic
substance (as those terms are defined by any applicable Environmental
Laws) and (ii) any chemicals, pollutants, contaminants, petroleum,
petroleum products, or oil (and specifically shall include asbestos
requiring abatement, removal or encapsulation pursuant to the
requirements of governmental authorities and any polychlorinated
biphenyls).

"HOLA" shall mean the Home Owners' Loan Act of 1933, as
amended.

"HSR ACT" shall mean Section 7A of the Clayton Act, as added
by Title II of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

"HUNTINGTON CAPITAL STOCK" shall mean, collectively, the
Huntington Common Stock, the Huntington Preferred Stock and any other
class or series of capital stock of Huntington.

"HUNTINGTON COMMON STOCK" shall mean the no par value common
stock of Huntington.

"HUNTINGTON COMPANIES" shall mean, collectively, Huntington
and all Huntington Subsidiaries.

"HUNTINGTON FINANCIAL STATEMENTS" shall mean (i) the
consolidated statements of condition (including related notes and
schedules, if any) of Huntington as of June 30, 1995, and as of
December 31, 1994 and 1993, and the related statements of income,
changes in shareholders' equity, and cash flows (including related
notes and schedules, if any) for the three months ended June 30, 1995,
and for each of the three years ended December 31, 1994, 1993 and 1992,
as filed by Huntington in SEC Documents, and (ii) the consolidated
statements of condition of Huntington (including related notes and
schedules, if any) and related statements of

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income, changes in shareholders' equity, and cash flows (including
related notes and schedules, if any) included in SEC Documents filed
with respect to periods ended subsequent to June 30, 1995.

"HUNTINGTON PREFERRED STOCK" shall mean the "blank" serial
preferred stock of Huntington without par value.

"HUNTINGTON RIGHTS" shall mean the preferred stock purchase
rights issued pursuant to the Huntington Rights Agreement.

"HUNTINGTON RIGHTS AGREEMENT" shall mean that certain Rights
Agreement; dated as of February 22, 1990, as amended, between
Huntington and The Huntington Trust Company, N.A., as Rights Agent.

"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code
of 1986, as amended, and the rules and regulations promulgated
thereunder.

"KNOWLEDGE" as used with respect to a Person (including
references to such Person being aware of a particular matter) shall
mean those facts that are known or should reasonably have been known
after due inquiry by the Chairman, President, Chief Financial Officer,
Chief Accounting Officer, Chief Credit Officer, General Counsel, any
Assistant or Deputy General Counsel, or any Senior or Executive Vice
President of such Person and the knowledge of any such persons obtained
or which would have been obtained from a reasonable investigation.

"LAKELAND COMMON STOCK" shall mean the $100.00 par value
common stock of Lakeland.

"LAKELAND COMPANIES" shall mean, collectively, Lakeland and
all Lakeland Subsidiaries.

"LAKELAND DISCLOSURE MEMORANDUM" shall mean the written
information entitled "Peoples Bank of Lakeland Disclosure Memorandum"
delivered prior to the date of this Agreement to Huntington describing
in reasonable detail the matters contained therein and, with respect to
each disclosure made therein, specifically referencing each Section of
this Agreement under which such disclosure is being made. Information
disclosed with respect to one Section shall not be deemed to be
disclosed for purposes of any other Section not specifically referenced
with respect thereto.

"LAKELAND FINANCIAL STATEMENTS" shall mean (i) the
consolidated balance sheets (including related notes and schedules, if
any) of Lakeland as of June 30, 1995, and as of December 31, 1994 and
1993, and the related statements of income, changes in shareholders'
equity, and cash flows (including related notes and schedules, if any)
for the six months ended June 30, 1995, and for each of the three
fiscal years ended December 31, 1994, 1993 and 1992, and (ii) the
consolidated balance sheets of Lakeland (including related notes and
schedules, if any) and related statements of income, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) included in the Call Reports filed with the FDIC
with respect to periods ended subsequent to June 30, 1995.

"LAKELAND SUBSIDIARIES" shall mean the Subsidiaries of
Lakeland, if any, which shall include the Lakeland Subsidiaries
described in Section 5.4 of this Agreement and any corporation, bank,
savings association, or other organization acquired as a Subsidiary of
Lakeland in the future and owned by Lakeland at the Effective Time.

"LAW" shall mean any code, law, ordinance, regulation,
reporting or licensing requirement, rule, or statute applicable to a
Person or its Assets, Liabilities or business, including those
promulgated, interpreted or enforced by any Regulatory Authority.

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"LIABILITY" shall mean any direct or indirect, primary or
secondary, liability, indebtedness, obligation, penalty, cost or
expense (including costs of investigation, collection and defense),
claim, deficiency, guaranty or endorsement of or by any Person (other
than endorsements of notes, bills, checks, and drafts presented for
collection or deposit in the ordinary course of business) of any type,
whether accrued, absolute or contingent, liquidated or unliquidated,
matured or unmatured, or otherwise.

"LIEN" shall mean any conditional sale agreement, default of
title, easement, encroachment, encumbrance, hypothecation,
infringement, lien, mortgage, pledge, reservation, restriction,
security interest, title retention or other security arrangement, or
any adverse right or interest, charge, or claim of any nature
whatsoever of, on, or with respect to any property or property
interest, other than (i) Liens for current property Taxes not yet due
and payable, (ii) for depository institution Subsidiaries of a Party,
pledges to secure deposits and other Liens incurred in the ordinary
course of the banking business, and (iii) Liens which are not
reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on a Party.

"LITIGATION" shall mean any action, arbitration, cause of
action, claim, complaint, criminal prosecution, demand letter,
governmental or other examination or investigation, hearing, inquiry,
administrative or other proceeding, or notice (written or oral) by any
Person alleging potential Liability or requesting information relating
to or affecting a Party, its business, its Assets (including Contracts
related to it), or the transactions contemplated by this Agreement, but
shall not include regular, periodic examinations of depository
institutions and their Affiliates by Regulatory Authorities.

"LOAN PROPERTY" shall mean any property owned by the Party in
question or by any of its Subsidiaries or in which such Party or
Subsidiary holds a security interest, and, where required by the
context, includes the owner or operator of such property, but only with
respect to such property.

"MATERIAL" for purposes of this Agreement shall be determined
in light of the facts and circumstances of the matter in question;
provided that any specific monetary amount stated in this Agreement
shall determine materiality in that instance.

"MATERIAL ADVERSE EFFECT" on a Party shall mean an event,
change or occurrence which, individually or together with any other
event, change or occurrence, has a material adverse impact on (i) the
financial position, business, or results of operations of such Party
and its Subsidiaries, taken as a whole, or (ii) the ability of such
Party to perform its obligations under this Agreement or to consummate
the Merger or the other transactions contemplated by this Agreement,
provided that "material adverse impact" shall not be deemed to include
the impact of (x) changes in banking and similar Laws of general
applicability or interpretations thereof by courts or governmental
authorities, (y) changes in generally accepted accounting principles or
regulatory accounting principles generally applicable to banks and
their holding companies, and (z) the Merger and compliance with the
provisions of this Agreement on the operating performance of the
Parties.

"NASD" shall mean the National Association of Securities
Dealers, Inc.

"NASDAQ NATIONAL MARKET" shall mean the National Market System
of the National Association of Securities Dealers Automated Quotations
System.

"1933 ACT" shall mean the Securities Act of 1933, as amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.

"OCC" shall mean the Office of the Comptroller of the
Currency.

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"ORDER" shall mean any administrative decision or award,
decree, injunction, judgment, order, quasijudicial decision or award,
ruling, or writ of any federal, state, local or foreign or other court,
arbitrator, mediator, tribunal, administrative agency or Regulatory
Authority.

"PARTICIPATION FACILITY" shall mean any facility or property
in which the Party in question or any of its Subsidiaries participates
in the management and, where required by the context, said term means
the owner or operator of such facility or property, but only with
respect to such facility or property.

"PARTY" shall mean either Lakeland or Huntington, and
"Parties" shall mean both Lakeland and Huntington.

"PERMIT" shall mean any federal, state, local, and foreign
governmental approval, authorization, certificate, easement, filing,
franchise, license, notice, permit, or right to which any Person is a
party or that is or may be binding upon or inure to the benefit of any
Person or its securities, Assets or business.

"PERSON" shall mean a natural person or any legal, commercial
or governmental entity, such as, but not limited to, a corporation,
general partnership, joint venture, limited partnership, limited
liability company, trust, business association, group acting in
concert, or any person acting in a representative capacity.

"PROXY STATEMENT" shall mean the proxy statement used by
Lakeland to solicit the approval of its shareholders of the
transactions contemplated by this Agreement, which shall include the
prospectus of Huntington relating to the issuance of the Huntington
Common Stock to holders of Lakeland Common Stock.

"REGISTRATION STATEMENT" shall mean the Registration Statement
on Form S-4, or other appropriate form, including any pre-effective or
post-effective amendments or supplements thereto, filed with the SEC by
Huntington under the 1933 Act with respect to the shares of Huntington
Common Stock to be issued to the shareholders of Lakeland in connection
with the transactions contemplated by this Agreement.

"REGULATORY AUTHORITIES" shall mean, collectively, the United
States Department of Justice, the Board of the Governors of the Federal
Reserve System, the Office of Thrift Supervision (including its
predecessor, the Federal Home Loan Lakeland Board), the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation,
the Florida State Banking Department, all other state regulatory
agencies having jurisdiction over the Parties and their respective
Subsidiaries, the NASD, and the SEC.

"REPRESENTATIVE" shall mean any investment banker, financial
advisor, attorney, accountant, consultant, or other representative of a
Person.

"RIGHTS" shall mean all arrangements, calls, commitments,
Contracts, options, rights to subscribe to, scrip, understandings,
warrants, or other binding obligations of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of a Person or by which a Person is or
may be bound to issue additional shares of its capital stock or other
Rights.

"SEC DOCUMENTS" shall mean all forms, proxy statements,
registration statements, reports, schedules, and other documents filed,
or required to be filed, by a Party or any of its Subsidiaries with any
Regulatory Authority pursuant to the Securities Laws.

"SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act
of 1940, as amended, the Trust Indenture Act of 1939, as amended, and
the rules and regulations of any Regulatory Authority promulgated
thereunder.

"SHAREHOLDERS' MEETING" shall mean the meeting of the
shareholders of Lakeland to be held pursuant to Section 8.1 of this
Agreement, including any adjournment or adjournments thereof.

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"SUBSIDIARIES" shall mean all those corporations, banks,
associations, or other entities of which the entity in question owns or
controls 50% or more of the outstanding equity securities either
directly or through an unbroken chain of entities as to each of which
50% or more of the outstanding equity securities is owned directly or
indirectly by its parent; provided, there shall not be included any
such entity acquired through foreclosure or any such entity the equity
securities of which are owned or controlled in a fiduciary capacity.

"SURVIVING CORPORATION" shall mean the Bank as the surviving
institution resulting from the Merger.

"TAX" or "TAXES" shall mean any federal, state, county, local,
or foreign income, profits, franchise, gross receipts, payroll, sales,
employment, use, property, withholding, excise, occupancy, and other
taxes, assessments, charges, fares, or impositions, including interest,
penalties, and additions imposed thereon or with respect thereto.

(b) The terms set forth below shall have the meanings
ascribed thereto in the referenced sections:

<TABLE>
<S> <C>
Allowance Section 5.9
Average Closing Sale Price Section 3.1(c)
Bank Plan Section 1.1
BIF Section 5.1
Business Combination Section 11.2
Closing Section 1.2
Closing Agreement Section 8.14
Effective Time Section 1.3
ERISA Affiliate Section 5.14
Exchange Agent Section 4.1
Indemnified Party Section 8.12(a)
Insurance Section 5.10
Lakeland Contracts Section 5.15
Lakeland ERISA Plan Section 5.14
Lakeland Pension Plan Section 5.14
Lakeland Stockholder Section 3.1(c)
Measurement Period Section 3.1(c)
Merger Section 1.1
Plan Section 8.14
Plan Surplus Section 8.14
Price Per Share of Huntington Common Stock Section 3.1(c)
Real Property Section 5.10
Tax Opinion Section 9.1(g)
Total Purchase Price Section 3.1(c)
</TABLE>

(c) Any singular term in this Agreement shall be deemed to
include the plural, and any plural term the singular. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed followed by the words "without limitation."

11.2 EXPENSES.

(a) Except as otherwise provided in this Section 11.2, each of
the Parties shall bear and pay all direct costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including filing, registration and application fees, printing fees, and fees and
expenses of its own financial or other consultants, investment bankers,
accountants, and counsel, except that each of the Parties shall bear and pay
one-half of the filing fees payable in connection with the Registration
Statement and the Proxy Statement and printing costs incurred in connection with
the printing of the Registration Statement and the Proxy Statement.

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(b) In addition to the foregoing, if, after the date of this
Agreement and within twelve (12) months following

(i) any termination of this Agreement

(1) by Huntington pursuant to Sections 10.1(b),
10.1(c), 10.1(f) (but only on the basis of the failure of Lakeland to
(x) satisfy any of the conditions enumerated in Section 9.2, other than
Section 9.2(d), (e) or (g)) or 10.1(g) of this Agreement or (y)
following the Registration Statement being declared and remaining
effective and the OCC reviewing and clearing the Proxy Statement,
Lakeland fails to hold a shareholders' meeting to consider this
Agreement and the Merger and the transactions contemplated herein, or

(2) by either Party pursuant to Section 10.1(d)(ii)
(with respect to approval of the shareholders of Lakeland), or

(ii) failure to consummate the Merger by reason of
any failure of Lakeland to satisfy the conditions enumerated in Section
9.2, other than Section 9.2(d), (e) or (g), or 9.1(a) (as such section
relates to approval by the shareholders of Lakeland),

any third-party shall acquire, merge with, combine with, purchase a significant
amount of Assets of, or engage in any other business combination with, or
purchase any equity securities involving an acquisition of 40% or more of the
voting stock of, Lakeland, or enter into any binding agreement to do any of the
foregoing (collectively, a "Business Combination"), such third-party that is a
party to the Business Combination shall pay to Huntington, prior to the earlier
of consummation of the Business Combination or execution of any letter of intent
or definitive agreement with Lakeland relating to such Business Combination, an
amount in cash equal to the sum of

(x) the direct costs and expenses or portion thereof
referred to in subsection (a) above, incurred by or on behalf of
Huntington in connection with the transactions contemplated by this
Agreement, but in no event to exceed $1 million in the aggregate, plus

(y) 2% of the Total Purchase Price, less any amounts
paid or payable under Section 8.14 hereof.

which sum represents additional compensation for Huntington's loss as the result
of the transactions contemplated by this Agreement not being consummated. In the
event such third-party shall refuse to pay such amounts, the amounts shall be an
obligation of Lakeland and shall be paid by Lakeland promptly upon notice to
Lakeland by Huntington.

(c) Nothing contained in this Section 11.2 shall constitute or
shall be deemed to constitute liquidated damages for the willful breach by a
Party of the terms of this Agreement or otherwise limit the rights of the
nonbreaching Party.

11.3 BROKERS AND FINDERS. Except for The Carson Medlin Company as to
Lakeland, each of the Parties represents and warrants that neither it nor any of
its officers, directors, employees, or Affiliates has employed any broker or
finder or incurred any Liability for any financial advisory fees, investment
bankers' fees, brokerage fees, commissions, or finders' fees in connection with
this Agreement or the transactions contemplated hereby. In the event of a claim
by any broker or finder based upon his or its representing or being retained by
or allegedly representing or being retained by Lakeland or Huntington, each of
Lakeland and Huntington, as the case may be, agrees to indemnify and hold the
other Party harmless of and from any Liability in respect of any such claim.

11.4 ENTIRE AGREEMENT. Except for the Confidentiality Agreement between
Lakeland and Huntington, and as otherwise expressly provided herein, this
Agreement (including the documents and instruments referred to herein)
constitutes the entire agreement between the Parties with respect to the
transactions contemplated hereunder and supersedes all prior arrangements or
understandings with respect thereto, written or oral. Nothing in this Agreement
expressed or implied, is intended to confer upon any Person, other than the
Parties or their respective successors, any

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rights, remedies, obligations, or liabilities under or by reason of this
Agreement, other than as provided in Sections 8.13 and 8.14 of this Agreement.

11.5 AMENDMENTS. To the extent permitted by Law, this Agreement may be
amended by a subsequent writing signed by each of the Parties upon the approval
of the Boards of Directors of each of the Parties, whether before or after
shareholder approval of this Agreement has been obtained; provided, that after
any such approval by the holders of Lakeland Common Stock, there shall be made
no amendment that pursuant to Florida Law or Title 12 of the United States Code
requires further approval by such shareholders without the further approval of
such shareholders.

11.6 WAIVERS.

(a) Prior to or at the Effective Time, Huntington, acting
through its Board of Directors, chief executive officer or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by Lakeland, to waive or extend the time for the
compliance or fulfillment by Lakeland of any and all of its obligations under
this Agreement, and to waive any or all of the conditions precedent to the
obligations of Huntington under this Agreement, except any condition which, if
not satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of Huntington.

(b) Prior to or at the Effective Tme, Lakeland, acting through
its Board of Directors, chief executive officer or other authorized officer,
shall have the right to waive any Default in the performance of any term of this
Agreement by Huntington, to waive or extend the time for the compliance or
fulfillment by Huntington of any and all of its obligations under this
Agreement, and to waive any or all of the conditions precedent to the
obligations of Lakeland under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of Lakeland.

(c) The failure of any Party at any time or times to require
performance of any provision hereof shall in no manner affect the right of such
Party at a later time to enforce the same or any other provision of this
Agreement. No waiver of any condition or of the breach of any term contained in
this Agreement in one or more instances shall be deemed to be or construed as a
further or continuing waiver of such condition or breach or a waiver of any
other condition or of the breach of any other term of this Agreement.

11.7 ASSIGNMENT. Except as expressly contemplated hereby, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any Party hereto (whether by operation of Law or otherwise) without
the prior written consent of the other Party. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of and be enforceable
by the Parties and their respective successors and assigns.

11.8 NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered by hand, by
facsimile transmission, by registered or certified mail, postage pre-paid, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided hereunder), and shall be deemed to
have been delivered as of the date so delivered:

Lakeland: Peoples Bank of Lakeland
115 S. Missouri Avenue
Lakeland, Florida 33801
Telecopy Number: (941) 680-1070
Attention: E.V. McClurg, Chairman

Copy to Counsel: Alston & Bird
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309-3424
Telecopy Number: (404) 881-7777
Attention: Ralph F. MacDonald, III, Esq.

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Huntington: Zuheir Sofia
President
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Telecopy number: (614) 480-5485

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Copy to Counsel: Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Telecopy number: (614) 480-5485

Copy to Counsel: Michael T. Radcliffe, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
Telecopy number: (614) 227-2100

11.9 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the Laws of the State of Ohio, without regard to any
applicable conflicts of Laws.

11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

11.11 CAPTIONS. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement.

11.12 INTERPRETATIONS. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed or resolved against any party, whether under
any rule of construction or otherwise. No party to this Agreement shall be
considered the draftsman. The parties acknowledge and agree that this Agreement
has been reviewed, negotiated and accepted by all parties and their attorneys
and shall be construed and interpreted according to the ordinary meaning of the
words used so as fairly to accomplish the purposes and intentions of all parties
hereto.

11.13 ENFORCEMENT OF AGREEMENT. The Parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any state having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity.

11.14 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers thereunto as of the day and year first above written.

ATTEST: PEOPLES BANK OF LAKELAND

/s/Franklin R. Futch By: /s/ E.V. McClurg
- ----------------------------- -------------------------
Cashier E.V. McClurg, Chairman

[CORPORATE SEAL]

ATTEST: HUNTINGTON BANCSHARES INCORPORATED

/s/Ralph K. Frasier By: /s/ Zueir Sofia
- ----------------------------- -------------------------
Secretary, Ralph K. Frasier Zuheir Sofia, President
and Chief Operating Officer

[CORPORATE SEAL]

ATTEST: THE HUNTINGTON NATIONAL BANK OF
LAKELAND (in organization)

By:
- ----------------------------- ---------------------------,
Secretary Chairman of the Organizers and the
Chairman of the Bank named by the
Organizers and proposed
Directors

[CORPORATE SEAL]

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<PAGE> 185
EXHIBIT 1 TO AGREEMENT AND PLAN OF MERGER

PLAN OF MERGER

PEOPLES BANK OF LAKELAND

WITH AND INTO

THE HUNTINGTON NATIONAL BANK OF LAKELAND
(in organization)

This Bank Plan of Merger ("Plan of Merger") is made and entered into as
of August 25, 1995, by and among Peoples Bank of Lakeland, Lakeland, Florida, a
state bank organized and existing under the laws of the State of Florida
("Lakeland"), and The Huntington National Bank of Lakeland (in organization),
Lakeland, Florida, a national banking association (the "Bank") being organized
by Huntington Bancshares Incorporated, a corporation organized and existing
under the laws of the State of Maryland, with its principal office located in
Columbus, Ohio ("Huntington").

Huntington, the Bank and Lakeland have entered into an Agreement and
Plan of Merger dated as of August 25, 1995 (the "Acquisition Agreement") which
contemplates the merger of Lakeland with and into the Bank (the "Merger") and
which provides that, at the Effective Time of the Merger, the outstanding shares
of the capital stock of Lakeland shall be converted into the right to receive a
combination of shares of Huntington Common Stock and cash. The Boards of
Directors of Lakeland and Huntington and the Organizers and Board of Directors
of the Bank have determined that the best interests of their respective
institutions would be served if Lakeland is merged with and into the Bank on the
terms and conditions provided in this Plan of Merger.

NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, Lakeland, the Bank and Huntington hereby make, adopt and
approve this Plan of Merger in order to set forth the terms and conditions of
the Merger.

ARTICLE ONE

DEFINITIONS

Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:

1.1 "Bank Common Stock" shall mean the common stock of the Bank.

1.2 "Merger" shall refer to the merger of Lakeland with and into
the Bank as provided in Section 2.1 of this Plan of Merger.

1.3 "Certificate of Merger" shall mean the Certificate of Merger
or other order to be issued by the Office of the Comptroller
of the Currency of the United States approving the Merger.

1.4 "Huntington Common Stock" shall mean the no par value common
stock of Huntington.

1.5 "Lakeland Common Stock" shall mean the $100.00 par value
common stock of Lakeland.

1.6 "Resulting Bank" shall mean the Bank upon and after the
Effective Time.

All capitalized terms not specifically defined herein shall have the
meanings specified in the Acquisition Agreement.

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ARTICLE TWO

TERMS OF BANK MERGER

2.1 Merger. Subject to the terms and conditions set forth herein and in
the Acquisition Agreement, at the Effective Time, Lakeland shall be merged with
and into the Bank under the Charter and Articles of Association of the Bank
pursuant to the provisions of and with the effect provided in 12 U.S.C. 215a.
The Bank shall be the Resulting Bank and receiving association resulting from
the Merger and shall continue to conduct its business under the name "The
Huntington National Bank of Lakeland." The Merger shall be consummated pursuant
to the terms of this Plan of Merger, which has been approved and adopted by a
majority of the entire Board of Directors of Lakeland, by a majority of the
entire group of Organizers and the Board of Directors of the Bank, by more than
two-thirds (66 2/3%) of the shareholders of Lakeland and by Huntington, as the
sole shareholder of the Bank.

2.2 Method of Converting Shares. Each share of Bank Common Stock issued
and outstanding immediately prior to the Effective Time shall remain issued and
outstanding from and after the Effective Time unaffected by the Merger, but all
of such shares shall be issued to and held at and following the Effective Time
by Huntington. Each share of Lakeland Common Stock (excluding shares held by
Lakeland or any Huntington Company, in each case other than in a fiduciary
capacity or as a result of debts previously contracted, and excluding shares
held by Lakeland shareholders who perfect their statutory dissenters' rights as
provided in Section 3.4 of the Acquisition Agreement) issued and outstanding at
the Effective Time shall cease to be outstanding and shall be converted into
solely the right to receive from Huntington a combination of shares of
Huntington Common Stock and cash, in amounts to be determined as provided in
Section 3.1(c) of the Acquisition Agreement, and cancelled.

ARTICLE THREE

EFFECT OF BANK MERGER

3.1 The Continuing Bank.

(a) From and after the Effective Time, the business of the
Resulting Bank shall continue to be that of a national banking association. The
Resulting Bank's business shall be conducted from its main office located in
Lakeland, Florida and at its legally established branches, offices, agencies and
facilities which shall also include the main office and all branches, whether in
operation or approved but unopened, of Lakeland at the Effective Time.

(b) At the Effective Time, all assets, rights, franchises and
interests of Lakeland and the Bank in and to every type of property (real,
personal and mixed) and choses in action shall be transferred to and vested in
the Resulting Bank by virtue of the Merger without any deed or other instrument
of transfer to the Bank, and without any order or other action on the part of
any court or otherwise; and the Resulting Bank shall hold and enjoy all rights
of property, franchises and interests, including appointments, designations and
nominations, and all other rights and interests as trustee, executor,
administrator, registrar of stocks and bonds, guardian of estates, assignee,
receiver, guardian of mentally incompetent persons and committee of estates of
lunatics, and in every other fiduciary capacity, in the same manner and to the
same extent as such rights, franchises and interests were held or enjoyed by
Lakeland or the Bank, immediately prior to the Effective Time.

(c) At the Effective Time, the Resulting Bank shall be liable
for all liabilities of Lakeland and the Bank, and all deposits, debts,
liabilities, obligations and contracts of Lakeland and the Bank, matured or
unmatured, whether accrued, absolute, contingent or otherwise, and whether or
not reflected or reserved against in the balance sheets, books of account or
records of Lakeland or the Bank, as the case may be, shall be those of the
Resulting Bank, and shall not be released or impaired by the Merger; and all
rights of creditors and other obligees and all liens on property of Lakeland and
the Bank, shall be preserved unimpaired.

3.2 Assumption of Rights. At the Effective Time, the separate existence
and corporate organization of Lakeland shall be merged into and continued in the
Resulting Bank, as the surviving bank and receiving association of

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<PAGE> 187
the Merger. All rights, franchises and interests of Lakeland and the Bank in and
to every type of property (real, personal and mixed), and all choses in action
of Lakeland and the Bank shall be transferred to and vested in the Resulting
Bank as provided in Section 3.1 above.

3.3 Assumption of Liabilities. All liabilities and obligations of both
of Lakeland and of the Bank of every kind and description shall be assumed by
the Resulting Bank as the surviving bank and receiving association by virtue of
the Merger, and the Resulting Bank shall be bound thereby in the same manner and
to the same extent that either of Lakeland or the Bank was so bound at the
Effective Time.

3.4 Articles of Association and Bylaws. The Articles of Association and
Bylaws of the Bank, as in effect immediately prior to the Effective Time, shall
continue in full force and effect as the Articles of Association and Bylaws of
the Resulting Bank after the Effective Time.

3.5 Officers, Employees and Directors. The officers of the Resulting
Bank immediately following the Effective Time shall include the officers of the
Bank immediately prior to the Effective Time and such officers of Lakeland
designated by the Resulting Bank. The Board of Directors of the Resulting Bank
upon and immediately following the Effective Time shall consist of the same
persons who were the Bank directors immediately prior to the Effective Time,
each of whom shall serve until his respective successor is elected and
qualified.

3.6 Capital Stock of the Bank. The capital stock of the Resulting Bank
upon completion of the Merger shall be $________ million, consisting of
__________ issued and outstanding shares of no par value common stock. In
addition, the Resulting Bank shall have a surplus of approximately $_________
million and undivided profits, including capital reserves, of approximately
$_________ million, adjusted, however, for earnings and expenses between June
30, 1995, and the Effective Time.

ARTICLE FOUR

EFFECTIVENESS

4.1 Conditions Precedent. Consummation of the Merger is conditioned
upon (i) receipt of all approvals, Consents, waivers, and other clearances of
all federal and state Regulatory Authorities having jurisdiction over the
transactions contemplated by this Plan of Merger, and (ii) the Closing of the
transactions contemplated by the Acquisition Agreement.

4.2 Termination. This Plan of Merger may be terminated at any time
prior to the Effective Time by the parties hereto after termination of the
Acquisition Agreement in accordance with the provisions of Section 10.1 thereof.

4.3 Effectiveness. Subject to the satisfaction of all requirements of
applicable laws and regulations and the terms and conditions set forth herein,
the Merger contemplated by this Plan of Merger shall become effective at the
time and on the date specified in the Certificate of Merger.

ARTICLE FIVE

MISCELLANEOUS

5.1 Amendment. To the extent permitted by law, this Plan of Merger may
be amended by a subsequent written instrument upon the approval of a majority of
each of the Boards of Directors of Lakeland, Huntington and the Bank and upon
execution of such instrument by the duly authorized officers of each and by a
majority of the respective Boards of Directors of Lakeland and the Bank;
provided, that no amendment to this Plan of Merger shall modify the requirements
of regulatory approval as set forth in Section 4.1 hereof and no amendment shall
reduce the amount of consideration to be received by, or the income tax
consequences to, the Lakeland shareholders under the Acquisition Agreement after
the approval of the Lakeland shareholders has been obtained.

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5.2 Governing Law. This Plan of Merger shall be governed by and
construed in accordance with the laws of the State of Ohio, except to the extent
that the federal laws of the United States of America apply to consummation of
the Merger.

5.3 Headings. The headings in this Plan of Merger are for convenience
only and shall not affect the construction or interpretation of this Plan of
Merger.

5.4 Counterparts. This Plan of Merger may be executed in two or more
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Lakeland has caused this Plan of Merger to be
executed on its behalf by its officers thereunto duly authorized and by a
majority of its Board of Directors, the Bank has caused this Plan of Merger to
be executed on its behalf by its officers thereunto duly authorized and by a
majority of its Organizers and Board of Directors, and Huntington has caused
this Plan of Merger to be executed on its behalf by its officers thereunto duly
authorized, all as of the day and year first above written.

ATTEST: THE HUNTINGTON NATIONAL BANK
OF LAKELAND (in organization)

By: By:
-------------------------- ---------------------------
Name: Name:
------------------------ -------------------------
Title: Title:
----------------------- ------------------------

[SEAL]

A Majority of the Organizers and Board of Directors of
The Huntington National Bank of Lakeland

- ----------------------------- ------------------------------

STATE OF )
) SS:
COUNTY OF )

On this ___ day of August, 1995, before me, a notary public for this
State and County, personally came _________________________, as President, and
__________________ as ___________, of The Huntington National Bank of Lakeland,
and each in his/her capacity acknowledged this instrument to be the act and deed
of the Association and the seal affixed to it to be its seal; and also came
__________________, being a majority of the Organizers and Board of Directors
of the Association, and each of them acknowledged this instrument to be the act
and deed of the association and of himself/herself as director of it.

WITNESS my official seal and signature this day and year.

(Seal of Notary)
------------------------------
Notary Public, County
-----------

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<PAGE> 189
My Commission expires:
-------------------

ATTEST: PEOPLES BANK OF LAKELAND

By: By:
- ----------------------------- ---------------------------
Name: Name:
------------------------ -------------------------
Title: Title:
----------------------- ------------------------

[SEAL]

A Majority of the Entire Board of Directors of
Peoples Bank of Lakeland

- ----------------------------- ------------------------------
E.V. McClurg James P. Hahn

- ----------------------------- ------------------------------
Alton R. Bennett Alan B. Hart

- ----------------------------- ------------------------------
Ralph Blalock Charles H. Jenkins

- ----------------------------- ------------------------------
Jim Cather, Jr. Reva P. McClurg

STATE OF FLORIDA )
) SS:
COUNTY OF POLK )

On this ___ day of August, 1995, before me, a notary public for this
State and County, personally came _________________________, as President, and
__________________ as ___________, of Peoples Bank of Lakeland, and each in
his/her capacity acknowledged this instrument to be the act and deed of the
Association and the seal affixed to it to be its seal; and also came___________
_____________________________________ being a majority of the Board of Directors
of the Bank, and each of them acknowledged this instrument to be the act
and deed of the association and of himself/herself as director of it.

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WITNESS my official seal and signature this day and year.

(Seal of Notary)
------------------------------
Notary Public, County
----------
My Commission expires:
--------

ATTEST: HUNTINGTON BANCSHARES INCORPORATED

By: By:
-------------------------- ---------------------------
Name: Name:
------------------------ --------------------------
Title: Title:
----------------------- -------------------------

[SEAL]

STATE OF )
) SS:
COUNTY OF )

WITNESS my official seal and signature this day and year.

(Seal of Notary)
------------------------------
Notary Public, County
----------
My Commission expires:
--------
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<PAGE> 191
EXHIBIT 2 TO AGREEMENT AND PLAN OF MERGER

SHAREHOLDER'S AGREEMENT

THIS SHAREHOLDER'S AGREEMENT (this "Agreement") is made and entered
into as of August 25, 1995, by and between Huntington Bancshares Incorporated, a
Maryland corporation ("Huntington"), and the undersigned shareholder (the
"Shareholder") of Peoples Bank of Lakeland ("Lakeland").

The Shareholder desires that Huntington and Lakeland enter into an
Agreement and Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement") with respect to the merger (the
"Merger") of Lakeland with and into The Huntington National Bank of Lakeland,
which is being organized by Huntington as a wholly-owned indirect subsidiary of
Huntington (the "Bank").

The Shareholder is executing this Agreement as an inducement to
Huntington and the Bank to enter into, execute and perform the Merger Agreement.

NOW, THEREFORE, in consideration of the execution and delivery by
Huntington and the Bank of the Merger Agreement and the mutual covenants,
conditions and agreements contained herein and therein, the parties agree as
follows:

1. REPRESENTATIONS AND WARRANTIES. The Shareholder represents and
warrants to Huntington and the Bank as follows:

(a) The Shareholder is the record and beneficial owner of the
number of shares (the "Shareholder's Shares") of common stock, $100.00
par value, of Lakeland ("Lakeland Stock") set forth below such
Shareholder's name on the signature page hereof. Except for the
Shareholder's Shares and any other shares of Lakeland Stock subject
hereto, the Shareholder is not the record or beneficial owner of any
shares of Lakeland Stock. This Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding
agreement of, the Shareholder, enforceable in accordance with its
terms.

(b) Neither the execution and delivery of this Agreement nor
the consummation by the Shareholder of the transactions contemplated
hereby will result in a violation of, or a default under, or conflict
with, any contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind to which the Shareholder is a
party or bound or to which the Shareholder's Shares are subject.
Consummation by the Shareholder of the transactions contemplated
hereby will not violate, or require any consent, approval, or notice
under, any provision of any judgment, order, decree, statute, law,
rule or regulation applicable to the Shareholder or the Shareholder's
Shares.

(c) The Shareholder's Shares and the certificates representing
such Shares are now, and at all times during the term hereof will be,
held by the Shareholder, or by a nominee or custodian for the benefit
of such Shareholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder and as specifically
disclosed on the attachment hereto. The undersigned has and will at
the date of the Shareholders' Meeting (as defined below) have full
power and authority to vote all Shareholder's Shares, and if any of
the Shareholder's Shares are pledged, has arranged for their exchange
in the Merger via trust receipt.

(d) Except as disclosed in the Merger Agreement, no broker,
investment banker, financial adviser or other Person is entitled to
any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Shareholder.

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<PAGE> 192
(e) The Shareholder understands and acknowledges that
Huntington is entering into, and causing the Bank to enter into, the
Merger Agreement in reliance upon the Shareholder's execution and
delivery of this Agreement.

2. VOTING AGREEMENTS. The Shareholder agrees with, and covenants to,
Huntington and the Bank as follows:

(a) At any meeting of Shareholders of Lakeland called to vote
upon the Merger and the Merger Agreement or at any adjournment thereof
or in any other circumstances upon which a vote, consent or other
approval with respect to the Merger and the Merger Agreement is sought
(the "Shareholders' Meeting"), the Shareholder shall vote (or cause to
be voted) the Shareholder's Shares in favor of the Merger, the
execution and delivery by Lakeland of the Merger Agreement, and the
approval of the terms thereof and each of the other transactions
contemplated by the Merger Agreement, provided that the terms of the
Merger Agreement shall not have been amended to reduce the
consideration payable to Lakeland shareholders.

(b) At any meeting of Shareholders of Lakeland or at any
adjournment thereof or in any other circumstances upon which their
vote, consent or other approval is sought, the Shareholder shall vote
(or cause to be voted) such Shareholder's Shares against (i) any
Acquisition Proposal, including, without limitation, any merger
agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding
up of or by Lakeland or (ii) any amendment of Lakeland's Articles of
Incorporation or Bylaws or other proposal or transaction involving
Lakeland or any of its subsidiaries which amendment or other proposal
or transaction would in any manner impede, frustrate, prevent or
nullify the Mergers, the Merger Agreement, the Transaction or any of
the other transactions contemplated by the Merger Agreement (each of
the foregoing in clause (i) or (ii) above, a "Competing Transaction").

3. COVENANTS. The Shareholder agrees with, and covenants to, Huntington
and the Bank as follows:

(a) The Shareholder shall not (i) transfer prior to the
Lakeland Shareholders' Meeting (which term shall include, without
limitation, for the purposes of this Agreement, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of
the Shareholder's Shares or any interest therein; (ii) enter into any
contract, option or other agreement or understanding with respect to
any transfer of any or all of such Shares or any interest therein,
(iii) grant any proxy, power of attorney or other authorization in or
with respect to such Shares, except consistent with this Agreement, or
(iv) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares; provided, that
the Shareholder may transfer (as defined above) any of the
Shareholder's Shares to any other person who is on the date hereof, or
to any family member of a person or charitable institution which prior
to the Shareholders' Meeting and prior to such transfer becomes, a
party to this Agreement bound by all the obligations of the
"Shareholder" hereunder; provided that the Shareholder shall not
transfer any of the Shareholder's Shares pursuant to the preceding
proviso unless the transferee agrees in writing to be bound by this
Agreement.

(b) If the holders of two-thirds (66 2/3%) (or such lesser
percentage as may be required by applicable Law) of Lakeland Stock
approve the Merger and the Merger Agreement, the Shareholder's Shares
shall, pursuant to the terms of the Merger Agreement, be exchanged for
the right to receive the number of shares of Huntington Common Stock
and cash provided in the Merger Agreement. The Shareholder hereby
waives any rights of appraisal, or rights to dissent from the Merger,
that such Shareholder may have.

(c) The Shareholder shall not, nor shall he permit any
investment banker, attorney or other adviser or representative of the
Shareholder to, directly or indirectly, (i) solicit, initiate or
encourage the submission of, any Acquisition Proposal or (ii)
participate in any discussions or negotiations regarding, or furnish to
any person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal. For all purposes hereof, "Acquisition Proposal" shall have
the meaning contained in the Merger Agreement,

A-44
<PAGE> 193
including any proposal for a merger or other business combination
involving Lakeland or any of its subsidiaries or any proposal or offer
to acquire in any manner, directly or indirectly, an equity interest in
any voting securities of, or a substantial portion of the assets of
Lakeland or any of its subsidiaries, other than the Merger and the
other transactions contemplated by the Merger Agreement and other than
any transfer expressly permitted by the proviso to Section 3(a).

(d) In the event Lakeland's Board of Directors does not,
following delivery and maintenance by Huntington of an effective
Registration Statement and the review and clearance of the Proxy
Statement, call and hold a Lakeland shareholders' meeting to consider
the Merger, then the Shareholder shall use its reasonable efforts to
cause a Lakeland shareholders' meeting to be called and held as
provided in Lakeland's By-Laws to consider the Merger Agreement, the
Mergers and the transactions contemplated in the Merger Agreement.

4. ABSENCE OF PRIOR PROXIES.

The Shareholder represents, warrants and covenants that any proxies or
voting rights heretofore given in respect of the Shareholder's shares are not
irrevocable, and that any such proxies or voting rights are hereby revoked.

5. CERTAIN EVENTS. The Shareholder agrees that this Agreement and the
obligations hereunder shall attach to the Shareholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Shareholder's successors or assigns. In the event of any stock
split, stock dividend, merger, reorganization, recapitalization or other change
in the capital structure of Lakeland affecting the Lakeland Stock, or the
acquisition of additional shares of Lakeland Stock or other voting securities of
Lakeland by any Shareholder, the number of Shares subject to the terms of this
Agreement shall be adjusted appropriately and this Agreement and the obligations
hereunder shall attach to any additional shares of Lakeland Stock or other
voting securities of Lakeland issued to or acquired by the Shareholder.

6. STOP TRANSFER. The Shareholder hereby directs Lakeland to not
register the transfer of any certificate representing any of the Shareholder's
Shares, unless such transfer is made to Huntington or Lakeland or otherwise in
compliance with this Agreement. The Shareholder agrees that, if any certificates
representing Shareholder's Shares are released by the pledgee thereof, the
Shareholder will tender to Lakeland, within five business days after the date
thereof, any and all certificates representing such Shareholder's Shares and
Lakeland will prominently inscribe upon such certificates the following legend:

"The shares of Common Stock, $100.00 par value, of Peoples Bank of
Lakeland represented by this certificate are subject to a
Shareholder's Agreement dated as of August 25, 1995, and may not be
sold or otherwise transferred, except in accordance therewith. Copies
of such Agreement may be obtained at the principal executive offices
of Peoples Bank of Lakeland."

7. REGULATORY APPROVALS. Each of the provisions of this Agreement is
subject to compliance with applicable regulatory conditions and receipt of any
required regulatory approvals.

8. FURTHER ASSURANCES. The Shareholder shall, upon request of
Huntington, execute and deliver any additional documents and take such further
actions as may reasonably be deemed by Huntington to be necessary or desirable
to carry out the provisions hereof.

9. TERMINATION. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the first to occur of (x) the Effective
Time of the Merger or (y) the date upon which the Merger Agreement is terminated
in accordance with its terms; provided that if an "Extension Event" shall have
occurred as of or prior to termination of the Merger Agreement, then, for a
period of six months following such termination, (i) the rights and obligations
of the parties hereto under Sections 2(b), 3(c), and 5 hereof shall continue in
full force and effect and (ii) no Shareholder shall transfer any or all of such
Shareholder's shares of Lakeland Common Stock in connection with any

A-45
<PAGE> 194
competing Business Combination or takeover proposal (a "Competing Proposal").
For purposes of the foregoing, an "Extension Event" shall mean any of the
following events: (A) the Lakeland shareholders meeting to approve the Merger
Agreement shall not have been held or the approval of the Merger at such meeting
by the holders of two-thirds of the outstanding shares of Lakeland Common Stock
shall not have been obtained, or (B) any person (other than Huntington or any
subsidiary of Huntington Company) shall have made, or disclosed an intention to
make, a takeover proposal or proposal for a Competing Transaction.

10. MISCELLANEOUS.

(a) Capitalized terms used and not otherwise defined in this
Agreement shall have the respective meanings assigned to them in the
Merger Agreement.

(b) All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be
deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice): (i) if to Huntington, to the address set forth in
Section 11.8 of the Merger Agreement; and (ii) if to the Shareholder,
to its address shown below its signature on the last page hereof.

(c) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(d) This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same
agreement.

(e) This Agreement (including the documents and instruments
referred to herein) constitutes the entire agreement, and supersedes
all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.

(f) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, regardless of the
laws that might otherwise govern under applicable principles of
conflicts of laws thereof.

(g) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise, by any of the parties without
the prior written consent of the other parties, except as expressly
contemplated by Section 3(a) hereof. Any assignment in violation of
the foregoing shall be void.

(h) The Shareholder agrees that irreparable damage would occur
and that Huntington would not have any adequate remedy at law in the
event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that Huntington shall be entitled to an
injunction or injunctions to prevent breaches by the Shareholder of
this Agreement and to enforce specifically the terms and provisions of
this Agreement in any court of the United States located in the State
of Florida or in Florida state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party
to the personal jurisdiction of any Federal court located in the State
of Florida or any Florida state court in the event any dispute arises
out of this Agreement or any of the transactions contemplated hereby,
(ii) agrees that such party will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any
such court and (iii) agrees that such party will not bring any action
relating to this Agreement or any of the transactions contemplated
hereby in any court other than a Federal court sitting in the State of
Florida or a Florida state court.

(i) If any term, provision, covenant or restriction herein, or
the application thereof to any circumstance, shall, to any extent, be
held by a court of competent jurisdiction to be invalid, void or

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<PAGE> 195
unenforceable, the remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any other
circumstances, shall remain in full force and effect, shall not in any
way be affected, impaired or invalidated, and shall be enforced to the
fullest extent permitted by law.

(j) No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless it shall be in
writing and signed by such party.

IN WITNESS WHEREOF, the undersigned parties have executed and
delivered this Shareholders Agreement as of the day and year first above
written.

ATTEST: HUNTINGTON BANCSHARES INCORPORATED

By: By:
-------------------------- ---------------------------
Name: Name:
------------------------ -------------------------
Title: Title:
----------------------- ------------------------
[SEAL]

Witness: SHAREHOLDER:

- ----------------------------- ------------------------------
(Seal)
Name: Name:
------------------------ -------------------------
Address:
----------------------

Number of Shares Beneficially Owned:
----
Number of Shares Pledged, if any:
-------
Name of Pledgee(s),if any:
--------------
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<PAGE> 196
EXHIBIT 3 TO AGREEMENT AND PLAN OF MERGER

AFFILIATE AGREEMENT

Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Attention: Mr. Zuheir Sofia, President

Ladies and Gentlemen:

The undersigned is a shareholder of Peoples Bank of Lakeland
("Lakeland"), a bank organized and existing under the laws of the State of
Florida and located in Lakeland, Florida, and will become a shareholder of
Huntington Bancshares Incorporated ("Huntington") pursuant to the transactions
described in the Agreement and Plan of Merger, dated as of August 25, 1995 (the
"Agreement"), by and among Huntington, The Huntington National Bank of Lakeland
(in organization), Lakeland, Florida (the "Bank"), a national banking
association being organized by Huntington, and Lakeland. Under the terms of the
Agreement, Lakeland will be merged into and with the Bank (the "Merger"), and
the shares of the $100.00 par value common stock of Lakeland ("Lakeland Common
Stock") will be converted into and exchanged for shares of the no par value
common stock of Huntington ("Huntington Common Stock") and cash. This Affiliate
Agreement represents an agreement between the undersigned and Huntington
regarding certain rights and obligations of the undersigned in connection with
the shares of Huntington to be received by the undersigned as a result of the
Merger.

In consideration of the Merger and the mutual covenants contained
herein, the undersigned and Huntington hereby agree as follows:

1. Affiliate Status. The undersigned understands and agrees that as to
Lakeland he is an "affiliate" under Rule 145(c) as defined in Rule 405 of the
Rules and Regulations of the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended ("1933 Act"), and the undersigned
anticipates that he will be such an "affiliate" at the time of the Merger.

2. Covenants and Warranties of Undersigned. The undersigned represents,
warrants and agrees that:

(a) Huntington has informed the undersigned that any
distribution by the undersigned of Huntington Common Stock has not been
registered under the 1933 Act and that shares of Huntington Common
Stock received pursuant to the Merger can only be sold by the
undersigned (1) following registration under the 1933 Act, or (2) in
conformity with the volume and other requirements of Rule 145(d)
promulgated by the SEC as the same now exist or may hereafter be
amended, or (3) to the extent some other exemption from registration
under the 1933 Act might be available.

(b) The undersigned is aware that Huntington intends to treat
the Merger as a tax-free reorganization under Section 368 of the
Internal Revenue Code ("Code") for federal income tax purposes. The
undersigned agrees to treat the transaction in the same manner as
Huntington for federal income tax purposes. The undersigned
acknowledges that Section 1.368-1(b) of the Income Tax Regulations
requires "continuity of interest" in order for the Merger to be treated
as tax-free under Section 368 of the Code. This requirement is
satisfied if, taking into account those Lakeland shareholders who
receive cash in exchange for their stock, who receive cash in lieu of
fractional shares, or who dissent from the Merger, there is no plan or
intention on the part of the Lakeland shareholders to sell or otherwise
dispose of the Huntington Common Stock to be received in

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<PAGE> 197
the Merger that will reduce such shareholders' ownership to a number of
shares having, in the aggregate, a value at the time of the merger of
less than 50% of the total fair market value of the Lakeland Common
Stock outstanding immediately prior to the Merger. The undersigned has
no prearrangement, plan or intention to sell or otherwise dispose of an
amount of his Huntington Common Stock to be received in the Merger
which would cause the foregoing requirement not to be satisfied.

3. Understanding of Restrictions on Dispositions. The undersigned has
carefully read the Agreement and this Affiliate Agreement and discussed their
requirements and impact upon his ability to sell, transfer, or otherwise dispose
of the shares of Huntington Common Stock received by the undersigned, to the
extent he believes necessary, with his counsel or counsel for Lakeland.

4. Filing of Reports by Huntington. Huntington agrees, for a period of
three years after the effective date of the Merger, to file on a timely basis
all reports required to be filed by it pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended, so that the public information provisions of
Rule 145(d) promulgated by the SEC as the same are presently in effect will be
available to the undersigned in the event the undersigned desires to transfer
any shares of Huntington Common Stock issued to the undersigned pursuant to the
Merger.

5. Transfers.

(a) If the undersigned desires to sell or otherwise transfer
the shares of Huntington Common Stock received by him in reliance on
Rule 145 or 144 in connection with the Merger at any time during the
restrictive period set forth in Rules 145(d) or Rule 144, the
undersigned will provide the necessary representation letter to the
transfer agent for Huntington Common Stock together with such
additional information as the transfer agent may reasonably request. If
Huntington's counsel concludes that such proposed sale or transfer
complies with the requirements of Rule 145(d) or Rule 144, Huntington
shall cause such counsel to provide such opinions as may be necessary
to Huntington's Transfer Agent so that the undersigned may complete the
proposed sale or transfer.

(b) If the undersigned desires to sell shares of Huntington
Common Stock pursuant to the Registration Statement, he shall cooperate
with Huntington to supply the selling shareholder information required
by SEC Regulation S-K, Item 507, and the undersigned represents and
warrants that such information will be true and correct in all material
respects.

6. Miscellaneous. This Affiliate Agreement is the complete agreement
between Huntington and the undersigned concerning the subject matter hereof. Any
notice required to be sent to any party hereunder shall be sent by registered or
certified mail, return receipt requested, using the addresses set forth herein
or such other address as shall be furnished in writing by the parties. This
Affiliate Agreement shall be governed by the laws of the State of Ohio.

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<PAGE> 198
This Affiliate Agreement is executed as of the ____ day of _______,
1995.

Very truly yours,

---------------------------
Signature

---------------------------
Print Name

---------------------------

---------------------------
Address

[add below the signatures of all
registered owners of shares
deemed beneficially owned by the
affiliate]

---------------------------
Name:

AGREED TO AND ACCEPTED as of
_______________, 1995

HUNTINGTON BANCSHARES INCORPORATED

By:
--------------------------
Name:
Title:

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<PAGE> 199
EXHIBIT 4 TO AGREEMENT AND PLAN OF MERGER

MATTERS AS TO WHICH ALSTON & BIRD SHALL OPINE

1. Lakeland is a banking corporation duly organized, validly existing
and in good standing under the laws of the State of Florida with full corporate
power and authority to carry on the business in which it is engaged as described
in the Proxy Statement and to own and use its material Assets.

2. The execution and delivery of the Agreement and compliance with its
terms do not and will not violate or contravene any provision of the Articles of
Incorporation or Bylaws of Lakeland or, to our knowledge but without any
independent investigation, any Law, Order, Permit or Contract to which Lakeland
is a party or by which Lakeland or any of its material Assets is bound.

3. The Agreement has been duly and validly executed and delivered by
Lakeland, and assuming valid authorization, execution and delivery by
Huntington, constitutes a valid and binding agreement of Lakeland enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, or similar laws affecting creditors'
rights generally, provided, however, that we express no opinion as to the
availability of the equitable remedy of specific performance.

4. Lakeland has the corporate power and authority to own its properties
and assets and to carry on its business within the State of Florida. To our
Knowledge, Lakeland is not required to be qualified to do business in any
jurisdiction other than Florida.

5. All corporate actions required to be taken by the directors and
shareholders of Lakeland to authorize the Merger Agreement and the transactions
contemplated thereby have been taken.

6. All eligible accounts of deposit in Lakeland are insured by the
Federal Deposit Insurance Corporation to the fullest extent permitted by Law.

In giving these opinions, Alston & Bird may rely upon the opinion of Hahn,
McClurg, et al. with respect to matters of Florida Law.

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EXHIBIT 5 TO AGREEMENT AND PLAN OF MERGER

MATTERS AS TO WHICH PORTER, WRIGHT, MORRIS & ARTHUR SHALL OPINE

1. Huntington is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland with full corporate power
and authority to carry on the business in which it is engaged as described in
the Proxy Statement and to own and use its material Assets.

2. Bank is a national banking association duly organized, validly
existing and in good standing under the laws of the United States with full
corporate power and authority to carry on the business in which it is engaged as
described in the Proxy Statement and to own and use its material Assets.

3. The execution and delivery of the Agreement and compliance with its
terms do not and will not violate or contravene any provision of the Articles of
Incorporation or Bylaws of Huntington or the Articles of Association or Bylaws
of Bank or, to our knowledge but without any independent investigation, any Law,
Order or Permit to which Huntington or Bank is a party or by which Huntington or
Bank is bound.

4. The Agreement has been duly and validly executed and delivered by
each of Huntington and Bank, and assuming valid authorization, execution and
delivery by Lakeland, constitutes a valid and binding agreement of each of
Huntington and Bank enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, or
similar laws affecting creditors' rights generally, provided, however, that we
express no opinion as to the availability of the equitable remedy of specific
performance.

5. The shares of Huntington Common Stock to be issued to the
shareholders of Lakeland as contemplated by the Agreement have been registered
under the Securities Act of 1933, as amended, and when properly issued and
delivered following consummation of the Merger will be duly authorized, validly
issued, fully paid and non-assessable under the Maryland Business Corporation
Act.

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<PAGE> 201
EXHIBIT B

_____________, 1995

Board of Directors
Peoples Bank of Lakeland
115 S. Missouri Avenue
Lakeland, Florida 33801-4632

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of
view, of the consideration to be received by the shareholders of Peoples Bank
of Lakeland ("Lakeland") under the terms of a certain Agreement and Plan of
Merger dated August 25, 1995 (the "Agreement") pursuant to which Lakeland will
be acquired by Huntington Bancshares Incorporated ("Huntington") (the
"Merger"). Under the terms of the Agreement, each of the 30,000 issued and
outstanding shares of Lakeland's common stock shall be converted into the right
to receive a combination of cash and Huntington common stock valued at
approximately $5,133, subject to certain adjustments. The foregoing summary of
the Merger is qualified in its entirety by reference to the Agreement.

The Carson Medlin Company is a National Association of Securities Dealers, Inc.
(NASD) member investment banking firm which specializes in the securities of
southeastern United States financial institutions. As part of our investment
banking activities, we are continually engaged in the valuation of southeastern
United States financial institutions and transactions relating to their
securities. We regularly publish our research on independent community banks
regarding their financial and stock price performance. We are familiar with the
commercial banking industry in Florida and the major commercial banks operating
in that market. We have been retained by Lakeland in a financial advisory
capacity to render advice to Lakeland to effect the Merger and to render our
opinion hereunder, for which we will receive compensation.

In reaching our opinion, we have analyzed the respective financial positions,
both current and historical, of Huntington and Lakeland. We have reviewed (i)
the Agreement; (ii) this Proxy Statement/Prospectus; (iii) the Annual Reports to
shareholders of Huntington, including audited financial statements for the five
years ended December 31, 1994, and the audited financial statements of Lakeland
for the two years ended December 31, 1994; (iv) Bank Call Reports for Lakeland
for the five years ended December 31, 1994, and the nine-month period ended
September 30, 1995; (v) certain interim financial statements of Huntington
including the Quarterly Report to shareholders for the nine-month period ended
September 30, 1995; and, (vi) certain financial and operating information with
respect to the business, operations and prospects of Huntington and Lakeland. We
also (a) held discussions with members of the senior management of Huntington
and Lakeland regarding historical and current business operations, financial
condition and future prospects of their respective companies; (b) reviewed the
historical market prices and trading activity for the common stocks of
Huntington and Lakeland and compared them with those of certain publicly traded
companies which we deemed to be relevant; (c) compared the results of operations
of Huntington and Lakeland with those of certain banking companies which we
deemed to be relevant; (d) compared the proposed financial terms of the Merger
with the financial terms, to the extent publicly available, of certain other
recent business combinations of commercial banking organizations; (e) analyzed
the pro forma financial impact of the Merger on Huntington; and (f) conducted
such other studies, analyses, inquiries and examinations as we deemed
appropriate.

We have relied upon and assumed without independent verification the accuracy
and completeness of all information provided to us. We have not performed or
considered any independent appraisal or evaluation of the assets of Lakeland or
Huntington. The opinion we express herein is necessarily based upon market,
economic and other relevant considerations as they exist and can be evaluated
as of the date of this letter.

B-1
<PAGE> 202
Board of Directors
Peoples Bank of Lakeland
______________, 1995
Page Two

Based upon the foregoing, it is our opinion that the aggregate consideration
provided for in the Agreement is fair, from a financial point of view, to the
shareholders of Peoples Bank of Lakeland.

Very truly yours,

/s/ The Carson Medlin Company

THE CARSON MEDLIN COMPANY

B-2
<PAGE> 203
EXHIBIT C

RIGHTS OF DISSENTING SHAREHOLDERS

TITLE 12, SECTION 215A, PARAGRAPHS (B)-(D), OF THE UNITED STATES CODE:

Section 215A MERGER OF NATIONAL BANKS OR STATE BANKS INTO NATIONAL BANKS

. . . .

(b) DISSENTING SHAREHOLDERS

If a merger shall be voted for at the called meetings by the necessary
majorities of the shareholders of each association or State bank participating
in the plan of merger, and thereafter the merger shall be approved by the
Comptroller, any shareholder of any association or State bank to be merged into
the receiving association who has voted against such merger at the meeting of
the association or bank of which he is a stockholder, or has given notice in
writing at or prior to such meeting to the presiding officer that he dissents
from the plan of merger, shall be entitled to receive the value of the shares so
held by him when such merger shall be approved by the Comptroller upon written
request made to the receiving association at any time before thirty days after
the date of consummation of the merger, accompanied by the surrender of his
stock certificates.

The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an appraisal made by a
committee of three persons, composed of (1) one selected by the vote of the
holders of the majority of the stock, the owners of which are entitled to
payment in cash; (2) one selected by the directors of the receiving association;
and (3) one selected by the two so selected. The valuation agreed upon by any
two of the three appraisers shall govern. If the value so fixed shall not be
satisfactory to any dissenting shareholder who has requested payment, that
shareholder may, within five days after being notified of the appraised value of
his shares, appeal to the Comptroller, who shall cause a reappraisal to be made
which shall be final and binding as to the value of the shares of the appellant.

(d) APPLICATION TO SHAREHOLDERS OF MERGING ASSOCIATIONS: APPRAISAL BY
COMPTROLLER; EXPENSES OF RECEIVING ASSOCIATION; SALE AND RESALE OF SHARES;
STATE APPRAISAL AND MERGER LAW

If, within ninety days after the date of consummation of the merger, for
any reason one or more of the appraisers is not selected as herein provided, or
the appraisers fail to determine the value of such shares, the Comptroller shall
upon written request of any interested party cause an appraisal to be made which
shall be final and binding on all parties. The expenses of the Comptroller in
making the reappraisal or the appraisal, as the case may be, shall be paid by
the receiving association. The value of the shares ascertained shall be promptly
paid to the dissenting shareholders by the receiving association. The shares of
stock of the receiving association which would have been delivered to such
dissenting shareholders had they not requested payment shall be sold by the
receiving association at an advertising public auction, and the receiving
association shall have the right to purchase any of such shares at such public
auction, if it is the highest bidder therefor, for the purpose of reselling such
shares within thirty days thereafter to such person or persons and at such price
not less than par as its board of directors by resolution may determine. If the
shares are sold at public auction at a price greater than the amount paid to the
dissenting shareholders, the excess in such sale price shall be paid to such
dissenting shareholders. The appraisal of such shares of stock in any State bank
shall be determined in the manner prescribed by the law of the State in such
cases, rather than as provided in this section, if such provision is made in the
State law; and no such merger shall be in contravention of the law of the State
under which such bank is incorporated.

The provisions of this subsection shall apply only to shareholders of (and stock
owned by them in) a bank or association being merged into the receiving
association.

C-1
<PAGE> 204

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation, as amended, provide that
it shall indemnify its directors to the full extent of the general laws of the
State of Maryland now or hereafter in force, including the advance of expenses
to directors subject to procedures provided by such laws; its officers to the
same extent it shall indemnify its directors; and its officers who are not
directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law.

Section 2-418 of the Maryland general corporation law provides, in
substance, that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director
in connection with the proceeding, unless it is proved that the act or omission
of the director was material to the cause of action adjudicated in the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or the director actually received an improper personal
benefit in money, property, or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Notwithstanding the above, a director may not be
indemnified in respect of any proceeding, by or in the right of the
corporation, in which such director shall have been adjudged liable to the
corporation or in respect of any proceeding charging improper receipt of a
personal benefit.

Termination of any proceeding by judgment, order, or settlement does
not create a presumption that the director did not meet the requisite standard
of conduct. Termination of any proceeding by conviction, plea of nolo
contendere or its equivalent, or entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director did not meet the
requisite standard of conduct. Indemnification is not permitted unless
authorized for a specific proceeding, after a determination that
indemnification is permissible because the requisite standard of conduct has
been met (1) by a majority of a quorum of directors not at the time parties to
the proceeding (or a majority of a committee of two or more such directors
designated by the full board); (2) by special legal counsel selected by the
board of directors; or (3) by the stockholders.

The reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the proceeding upon receipt by the corporation of both a written
affirmation by the director of his good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met, and a
written undertaking by or on behalf of the director to repay the amount if it
shall be ultimately determined that the standard of conduct has not been met.

The indemnification and advancement of expenses provided or authorized
by Section 2-418 are not exclusive of any other rights to which a director may
be entitled both as to action in his official capacity and as to action in
another capacity while holding such office.

Pursuant to Section 2-418, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or who, while serving in such capacity, is or was
at the request of the corporation serving as a director, officer, partner,
trustee, employee, or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against and incurred by such
person in any such capacity or arising out of such person's position, whether
or not the corporation would have the power to indemnify against liability
under Section 2-418. A corporation may provide similar protection, including a
trust fund, letter of credit, or surety bond, which is not inconsistent with
Section 2-418. A subsidiary or an affiliate of the corporation may provide the
insurance or similar protection.

Subject to certain exceptions, the directors and officers of the
Registrant and its affiliates are insured to the extent of 100% of loss up to a
maximum of $35,000,000 (subject to certain deductibles) in each policy year
because of any claim or claims made against them by reason of their wrongful
acts while acting in their capacities as such directors or officers and up to a
maximum of $10,000,000 (subject to certain deductibles) in each policy year
because
<PAGE> 205

of any claim or claims made against them by reason of their wrongful
acts while acting in their capacities as fiduciaries in the administration of
certain of the Registrant's employee benefit programs. The Registrant is
insured, subject to certain retentions and exceptions, to the extent it shall
have indemnified the directors and officers for such loss.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

EXHIBIT
NO. DESCRIPTION

2 Agreement and Plan of Merger, dated as of August 25,
1995, among Peoples Bank of Lakeland, The Huntington
National Bank of Lakeland, and Huntington Bancshares,
Incorporated (Attached as Exhibit A to the Prospectus
filed herewith).

3(i) Articles of Restatement of Charter, Articles of
Amendment to Articles of Restatement of Charter, and
Articles Supplementary -- previously filed as Exhibit
3(i) to Annual Report on Form 10-K for the year ended
December 31, 1993, and incorporated herein by
reference.

3(ii) Bylaws -- previously filed as Exhibit 3(b) to Annual
Report on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.

4(a) Instruments defining the Rights of Security Holders
-- reference is made to Articles V, VIII, and X of
Articles of Restatement of Charter, as amended and
supplemented. Instruments defining the rights of
holders of long-term debt will be furnished to the
Securities and Exchange Commission upon request.

4(b) Rights Plan, dated February 22, 1990, between
Huntington Bancshares Incorporated and The Huntington
Trust Company, National Association, -- previously
filed as Exhibit 1 to Registration Statement on Form
8-A, filed with the Securities and Exchange
Commission on February 22, 1990, and incorporated
herein by reference.

4(c) Amendment No. 1 To Rights Plan, dated August 16,
1995, between Huntington Bancshares Incorporated and
The Huntington Trust Company, National Association--
previously filed as Exhibit 4(b) to Current Report
on Form 8-K, filed with the Securities and Exchange
Commission on August 28, 1995, and incorporated
herein by reference.

5 * Opinion of Porter, Wright, Morris & Arthur regarding
legality.

8 * Opinion of Porter, Wright, Morris & Arthur regarding
tax matters.

10(a) Employment Agreement, dated September 16, 1991,
between Huntington Bancshares Incorporated and Frank
Wobst -- previously filed as Exhibit 10(a) to Annual
Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.

10(b) Employment Agreement, dated September 16, 1991,
between Huntington Bancshares Incorporated and Zuheir
Sofia -- previously filed as Exhibit 10(b) to Annual
Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.

10(c) Employment Agreement, dated September 16, 1991,
between Huntington Bancshares Incorporated and W. Lee
Hoskins -- previously filed as Exhibit 10(c) to
Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by
reference.

II-2
<PAGE> 206
10(d) Executive Agreement, dated September 16, 1991,
between Huntington Bancshares Incorporated and Frank
Wobst -- previously filed as Exhibit 10(f) to Annual
Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.

10(e) Executive Agreement, dated September 16, 1991,
between Huntington Bancshares Incorporated and Zuheir
Sofia -- previously filed as Exhibit 10(g) to Annual
Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.

10(f) Executive Agreement, dated September 16, 1991,
between Huntington Bancshares Incorporated and W. Lee
Hoskins -- previously filed as Exhibit 10(h) to
Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by
reference.

10(g) Form of Executive Agreement for certain executive
officers -- previously filed as Exhibit 10(g) to
Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by
reference.

10(h) Schedule identifying material details of Executive
Agreements, substantially similar to 10(h) --
previously filed as Exhibit 10(h) to Annual Report on
Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference.

10(i) Incentive Compensation Plan -- previously filed as
Exhibit 10(i) to Annual Report on Form 10-K for the
year ended December 31, 1993, and incorporated herein
by reference.

10(j) Incentive Compensation Plan Amendment-- previously
filed as Exhibit 10(i) to Quarterly Report on Form
10-Q for the Quarter ended March 31, 1995, and
incorporated herein by reference.

10(k) Long-Term Incentive Compensation Plan, as amended and
effective for performance cycles beginning on or
after January 1, 1992 -- previously filed as Exhibit
10(j) to Annual Report on Form 10-K for the year
ended December 31, 1993, and incorporated herein by
reference.

10(l) Supplemental Executive Retirement Plan -- previously
filed as Exhibit 10(g) to Annual Report on Form 10-K
for the year ended December 31, 1987, and
incorporated herein by reference.

10(m) Deferred Compensation Plan and Trust for Directors --
reference is made to Exhibit 4(a) of Post-Effective
Amendment No. 2 to Registration Statement on Form
S-8, Registration No. 33-10546, filed with the
Securities and Exchange Commission on January 28,
1991, and incorporated herein by reference.

10(n)(1) 1983 Stock Option Plan -- reference is made to
Exhibit 4A of Registration Statement on Form S-8,
Registration No. 2-89672, filed with the Securities
and Exchange Commission on February 27, 1984, and
incorporated herein by reference.

10(n)(2) 1983 Stock Option Plan -- Second Amendment --
previously filed as Exhibit 10(j)(2) to Annual Report
on Form 10-K for the year ended December 31, 1987,
and incorporated herein by reference.

10(n)(3) 1983 Stock Option Plan -- Third Amendment --
previously filed as Exhibit 10(j)(3) to Annual Report
on Form 10-K for the year ended December 31, 1987,
and incorporated herein by reference.

II-3
<PAGE> 207
10(n)(4) 1983 Stock Option Plan -- Fourth Amendment --
previously filed as Exhibit 10(m)(4) to Annual Report
on Form 10-K for the year ended December 31, 1993,
and incorporated herein by reference.

10(o)(1) 1990 Stock Option Plan -- reference is made to
Exhibit 4(a) of Registration Statement on Form S-8,
Registration No. 33-37373, filed with the Securities
and Exchange Commission on October 18, 1990, and
incorporated herein by reference.

10(o)(2) First Amendment to the Huntington Bancshares
Incorporated 1990 Stock Option Plan -- previously
filed as Exhibit 10(q)(2) to Annual Report on Form
10-K for the year ended December 31, 1991, and
incorporated herein by reference.

10(p) The Huntington Supplemental Stock Purchase and Tax
Savings Plan and Trust (as amended and restated as of
February 9, 1990) -- previously filed as Exhibit 4(a)
to Registration Statement on Form S-8, Registration
No. 33-44208, filed with the Securities and Exchange
Commission on November 26, 1991, and incorporated
herein by reference.

10(q) Deferred Compensation Plan and Trust for Huntington
Bancshares Incorporated Directors -- reference is
made to Exhibit 4(a) of Registration Statement on
Form S-8, Registration No. 33-41774, filed with the
Securities and Exchange Commission on July 19, 1991,
and incorporated herein by reference.

10(r) Huntington Bancshares Incorporated Retirement Plan
For Outside Directors -- previously filed as Exhibit
10(t) to Annual Report on Form 10-K for the year
ended December 31, 1992, and incorporated herein by
reference.

10(s) 1994 Stock Option Plan -- reference is made to
Exhibit 4(a) of Registration Statement on Form S-8,
Registration No. 33-52553, filed with the Securities
and Exchange Commission on March 8, 1994, and
incorporated herein by reference.

21 Subsidiaries of the Registrant -- previously filed as
Exhibit 21 to Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein
by reference.

23(a) Consent of Porter, Wright, Morris & Arthur (included
in Exhibits 5 and 8 filed herewith).

23(b) * Consent of Ernst & Young LLP re: financial statements
of Huntington Bancshares Incorporated.

23(c) * Consent of Carter, Belcourt & Atkinson, P.A. re:
financial statements of Peoples Bank of Lakeland.

23(d) * Consent of The Carson Medlin Company.

24 * Powers of Attorney.
_____________________
* Filed herewith

(B) FINANCIAL STATEMENT SCHEDULES

None.

II-4
<PAGE> 208
ITEM 22. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of the Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

The Registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the Registration Statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Registration Statement, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-5
<PAGE> 209
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on November 21,1995.

HUNTINGTON BANCSHARES INCORPORATED

By: /s/ Ralph K. Frasier
------------------------------
Ralph K. Frasier
Secretary and General Counsel

<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C> <C>
*Frank Wobst Chairman and Chief Executive Officer )
- -------------------------- (principal executive officer) )
Frank Wobst )
)
)
*W. Lee Hoskins Vice Chairman and Director )
- -------------------------- )
W. Lee Hoskins )
)
)
*Zuheir Sofia President, Chief Operating Officer )
- -------------------------- Treasurer, and Director )
Zuheir Sofia )
)
)
*Gerald R. Williams Executive Vice President and )
- -------------------------- Chief Financial Officer ) November 21, 1995
Gerald R. Williams (principal financial officer) )
)
)
*John D. Van Fleet Senior Vice President and )
- -------------------------- Corporate Controller )
John D. Van Fleet (principal accounting officer) )
)
)
*Don M. Casto, III Director )
- -------------------------- )
Don M. Casto, III )
)
)
*Don Conrad Director )
- -------------------------- )
Don Conrad )
)
)
*John B. Gerlach Director )
- -------------------------- )
John B. Gerlach )
</TABLE>

II-6
<PAGE> 210

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C> <C>
*Wm. J. Lhota Director )
- ------------------------- )
Wm. J. Lhota )
)
)
*Gerald E. Mayo Director )
- ------------------------- )
Gerald E. Mayo )
)
)
*George A. Skestos Director )
- ------------------------- )
George A. Skestos )
) November 21, 1995
)
*Lewis R. Smoot, Sr. Director )
- ------------------------- )
Lewis R. Smoot, Sr. )
)
)
*Timothy P. Smucker Director )
- ------------------------- )
Timothy P. Smucker )
)
)
*William J. Williams Director )
- ------------------------- )
William J. Williams )

*By: /s/ Ralph K. Frasier
-------------------------------------------
Ralph K. Frasier, attorney-in-fact
for each of the persons indicated
</TABLE>

II-7
<PAGE> 211

Registration No. 33-__________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Huntington Bancshares Incorporated

EXHIBITS

<PAGE> 212
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
2 Agreement and Plan of Merger, dated as of August 25, 1995, among Peoples Bank of Lakeland, The Huntington National
Bank of Lakeland, and Huntington Bancshares, Incorporated (Attached as Exhibit A to the Prospectus filed herewith).

3(i) Articles of Restatement of Charter, Articles of Amendment to Articles of Restatement of Charter, and Articles
Supplementary -- previously filed as Exhibit 3(i) to Annual Report on Form 10-K for the year ended December 31, 1993,
and incorporated herein by reference.

3(ii) Bylaws -- previously filed as Exhibit 3(b) to Annual Report on Form 10-K for the year ended December 31, 1987, and
incorporated herein by reference.

4(a) Instruments defining the Rights of Security Holders -- reference is made to Articles V, VIII, and X of Articles of
Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt
will be furnished to the Securities and Exchange Commission upon request.

4(b) Rights Plan, dated February 22, 1990, between Huntington Bancshares Incorporated and The Huntington Trust Company,
National Association, -- previously filed as Exhibit 1 to Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on February 22, 1990, and incorporated herein by reference.

4(c) Amendment No. 1 To Rights Plan, dated August 16, 1995, between Huntington Bancshares Incorporated and The Huntington
Trust Company, National Association-- previously filed as Exhibit 4(b) to Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 28, 1995, and incorporated herein by reference.

5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.

8 * Opinion of Porter, Wright, Morris & Arthur regarding tax matters.

10(a) Employment Agreement, dated September 16, 1991, between Huntington Bancshares Incorporated and Frank Wobst --
previously filed as Exhibit 10(a) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.

10(b) Employment Agreement, dated September 16, 1991, between Huntington Bancshares Incorporated and Zuheir Sofia --
previously filed as Exhibit 10(b) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.

10(c) Employment Agreement, dated September 16, 1991, between Huntington Bancshares Incorporated and W. Lee Hoskins --
previously filed as Exhibit 10(c) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.

10(d) Executive Agreement, dated September 16, 1991, between Huntington Bancshares Incorporated and Frank Wobst --
previously filed as Exhibit 10(f) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
</TABLE>
<PAGE> 213
<TABLE>
<S> <C>
10(e) Executive Agreement, dated September 16, 1991, between Huntington Bancshares Incorporated and Zuheir Sofia --
previously filed as Exhibit 10(g) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.

10(f) Executive Agreement, dated September 16, 1991, between Huntington Bancshares Incorporated and W. Lee Hoskins --
previously filed as Exhibit 10(h) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.

10(g) Form of Executive Agreement for certain executive officers -- previously filed as Exhibit 10(g) to Annual Report on
Form 10-K for the year ended December 31, 1991, and incorporated herein by reference.

10(h) Schedule identifying material details of Executive Agreements, substantially similar to 10(h) -- previously filed as
Exhibit 10(h) to Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by
reference.

10(i) Incentive Compensation Plan -- previously filed as Exhibit 10(i) to Annual Report on Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference.

10(j) Incentive Compensation Plan Amendment-- previously filed as Exhibit 10(i) to Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1995, and incorporated herein by reference.

10(k) Long-Term Incentive Compensation Plan, as amended and effective for performance cycles beginning on or after January
1, 1992 -- previously filed as Exhibit 10(j) to Annual Report on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference.

10(l) Supplemental Executive Retirement Plan -- previously filed as Exhibit 10(g) to Annual Report on Form 10-K for the year
ended December 31, 1987, and incorporated herein by reference.

10(m) Deferred Compensation Plan and Trust for Directors -- reference is made to Exhibit 4(a) of Post-Effective Amendment
No. 2 to Registration Statement on Form S-8, Registration No. 33-10546, filed with the Securities and Exchange
Commission on January 28, 1991, and incorporated herein by reference.

10(n)(1) 1983 Stock Option Plan -- reference is made to Exhibit 4A of Registration Statement on Form S-8, Registration No.
2-89672, filed with the Securities and Exchange Commission on February 27, 1984, and incorporated herein by reference.

10(n)(2) 1983 Stock Option Plan -- Second Amendment -- previously filed as Exhibit 10(j)(2) to Annual Report on Form 10-K for
the year ended December 31, 1987, and incorporated herein by reference.

10(n)(3) 1983 Stock Option Plan -- Third Amendment -- previously filed as Exhibit 10(j)(3) to Annual Report on Form 10-K for
the year ended December 31, 1987, and incorporated herein by reference.

10(n)(4) 1983 Stock Option Plan -- Fourth Amendment -- previously filed as Exhibit 10(m)(4) to Annual Report on Form 10-K for
the year ended December 31, 1993, and incorporated herein by reference.
</TABLE>

<PAGE> 214
<TABLE>
<S> <C>
10(o)(1) 1990 Stock Option Plan -- reference is made to Exhibit 4(a) of Registration Statement on Form S-8, Registration No.
33-37373, filed with the Securities and Exchange Commission on October 18, 1990, and incorporated herein by reference.

10(o)(2) First Amendment to the Huntington Bancshares Incorporated 1990 Stock Option Plan -- previously filed as Exhibit
10(q)(2) to Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference.

10(p) The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust (as amended and restated as of February 9,
1990) -- previously filed as Exhibit 4(a) to Registration Statement on Form S-8, Registration No. 33-44208, filed with
the Securities and Exchange Commission on November 26, 1991, and incorporated herein by reference.

10(q) Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors -- reference is made to Exhibit
4(a) of Registration Statement on Form S-8, Registration No. 33-41774, filed with the Securities and Exchange
Commission on July 19, 1991, and incorporated herein by reference.

10(r) Huntington Bancshares Incorporated Retirement Plan For Outside Directors -- previously filed as Exhibit 10(t) to
Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference.

10(s) 1994 Stock Option Plan -- reference is made to Exhibit 4(a) of Registration Statement on Form S-8, Registration No.
33-52553, filed with the Securities and Exchange Commission on March 8, 1994, and incorporated herein by reference.

21 Subsidiaries of the Registrant -- previously filed as Exhibit 21 to Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference.

23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibits 5 and 8 filed herewith).

23(b) * Consent of Ernst & Young LLP re: financial statements of Huntington Bancshares Incorporated.

23(c) * Consent of Carter, Belcourt & Atkinson, P.A. re: financial statements of Peoples Bank of Lakeland.

23(d) * Consent of The Carson Medlin Company.

24 * Powers of Attorney.
</TABLE>

_____________________
* Filed herewith

<PAGE> 215

PEOPLES BANK OF LAKELAND

PROXY

The undersigned hereby constitutes and appoints _______________and
____________________, or either of them, as proxies, each with full power of
substitution, to vote the number of shares of common stock of Peoples Bank of
Lakeland ("Lakeland") which the undersigned would be entitled to vote if
personally present at the Special Meeting of Lakeland Shareholders to be held
in the second floor meeting room at the executive offices of Lakeland, 115
South Missouri Avenue, Lakeland, Florida at 2:00 P.M., Eastern Time, on
Tuesday, December 19, 1995, and at any adjournment or postponement thereof (the
"Special Meeting") upon the proposals described in the Proxy
Statement/Prospectus and the Notice of Special Meeting of Shareholders, both
dated December ______, 1995, the receipt of which is acknowledged, in the
manner specified below.

1. To approve, ratify, confirm and adopt the Agreement and Plan of
Merger, dated as of August 25, 1995 (the "Merger Agreement") and the
related Plan of Merger dated as of August 25, 1995, by and among
Lakeland, Huntington Bancshares Incorporated ("Huntington") and The
Huntington National Bank of Lakeland (in organization) (the "Bank"),
and the transactions contemplated therein, including (a) the merger
of Lakeland with and into the Bank (the "Merger") and (b) the
conversion of each share of issued and outstanding Lakeland common
stock (excluding shares held by Lakeland, Huntington or any of their
respective subsidiaries, in each case other than in a fiduciary
capacity or as a result of debts previously contracted, and excluding
shares of Lakeland common stock held by persons who perfect their
dissenters' rights) into the right to receive a combination of
Huntington common stock and cash, all as more fully described in the
Proxy Statement/Prospectus dated December______, 1995.

FOR / / AGAINST / / ABSTAIN / /

2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Special Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1 ABOVE.

Please sign exactly as name appears below. When shares are held jointly,
both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

DATED:______________________, 1995

____________________________________
Signature

____________________________________
Signature if held jointly

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PEOPLES BANK OF
LAKELAND, AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

<PAGE> 1

EXHIBIT 5

Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215

November 21, 1995

Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Acquisition of Peoples Bank of Lakeland

Gentlemen:

With respect to the Registration Statement on Form S-4 (the
"Registration Statement") being filed by Huntington Bancshares Incorporated
("Huntington") with the Securities and Exchange Commission related to the
registration of 6,800,000 shares of Huntington common stock, without par value
(the "Stock"), to be issued in connection with the proposed merger (the
"Merger") of Peoples Bank of Lakeland, a bank organized under the laws of the
State of Florida ( "Lakeland"), into The Huntington National Bank of Lakeland
(the "Bank"), which will, at the time of the consummation of the Merger, be a
wholly owned subsidiary of Huntington.

We are counsel for Huntington and have participated in the preparation
of the Registration Statement. We have reviewed the Agreement and Plan of
Merger, dated as of August 25, 1995, among Lakeland, Huntington, and the Bank
(the "Merger Agreement"), Huntington's Articles of Restatement of Charter and
Bylaws, the corporate action taken to date in connection with the Registration
Statement and the issuance and sale of the Stock, and such other documents and
authorities as we deem relevant for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that:

(a) upon the proper approval of the Merger Agreement by the
shareholders of Lakeland;

(b) upon the approval of the Board of Governors of the Federal
Reserve System and the Office of the Comptroller of the
Currency and the expiration of all applicable waiting periods;

(c) upon compliance with the Securities Act of 1933, as amended,
and with the Securities or "blue sky" laws of the states in
which the Stock is to be offered for sale; and
<PAGE> 2
Huntington Bancshares Incorporated
November 21, 1995
Page 2

(d) upon the "Effective Time", as defined in the Merger Agreement;

the Stock, when issued and delivered as provided in the Merger Agreement in
accordance with the resolutions heretofore adopted by the Board of Directors of
Huntington, will be legally issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.

Very truly yours,

/s/Porter, Wright, Morris & Arthur

PORTER, WRIGHT, MORRIS & ARTHUR

<PAGE> 1
EXHIBIT 8

Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215

November 21, 1995

Huntington Bancshares Incorporated
The Huntington National Bank of Lakeland
41 South High Street
Columbus, Ohio 43287

Peoples Bank of Lakeland
115 South Missouri Avenue
Lakeland, Florida 33801

Gentlemen:

We are counsel for Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington"), and The Huntington National Bank of Lakeland, being
formed as a wholly owned subsidiary of Huntington ("the Bank"), in connection
with the proposed merger (the "Merger") of Peoples Bank of Lakeland, a Florida
corporation ("Lakeland"), with and into the Bank pursuant to which the
shareholders of Lakeland will receive shares of common stock, without par
value, of Huntington ("Huntington Common") and cash, subject to certain
limitations as set forth in the Agreement and Plan of Merger, among
Huntington, the Bank, and Lakeland, dated as of August 25, 1995 (the "Merger
Agreement"), in exchange for their shares of common stock of Lakeland
("Lakeland Common"). The separate existence and corporate organization of
Lakeland will cease. At your request, and pursuant to Section 9.1(g) of the
Merger Agreement, we are rendering our opinion concerning the material federal
income tax consequences of the Merger.

For purposes of the opinion set forth below, we have relied, with the
consent of Huntington and Lakeland, upon the accuracy and completeness of the
statements and representations (which statements and representations we have
neither investigated nor verified) contained, respectively, in the certificates
of the officers of Huntington and Lakeland, and we have assumed that such
certificates will be complete and accurate as of the Effective Time. We have
also assumed that the transactions contemplated by the Merger Agreement will be
consummated in accordance with the Merger Agreement and that the Merger will
constitute a merger pursuant to the applicable provisions of the laws of the
United States and the laws of the state of Florida.

Unless otherwise specified, the section numbers cited herein refer to
sections in the Internal Revenue Code of 1986, as amended (the "Code"). All
capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Merger Agreement or in the Proxy Statement/Prospectus. In
connection with the Merger, Huntington and Lakeland have made the
<PAGE> 2
Huntington Bancshares Incorporated
The Huntington National Bank of Lakeland
Peoples Bank of Lakeland
November 21, 1995
Page 2

following representations upon which we are relying in rendering this opinion:

a. The fair market value of the Huntington Common and other
consideration received by each Lakeland shareholder was
determined in arms length negotiations between Huntington, the
Bank, and Lakeland and will be approximately equal to the fair
market value of the Lakeland Common surrendered in the Merger.

b. Other than SunTrust Banks, Inc., and one other holder of
approximately one percent of Lakeland Common as to whom
Lakeland has no knowledge, based upon certificates from other
shareholders owning one percent or more of the Lakeland Common,
there is no plan or intention by the shareholders of Lakeland
who own one percent or more of the Lakeland Common, and to the
best of the knowledge of the management of Lakeland, there is
no plan or intention on the part of the remaining shareholders
of Lakeland to sell, exchange, or otherwise dispose of a number
of shares of Huntington Common to be received in the Merger
that would reduce the Lakeland shareholders' ownership of
Huntington Common to a number of shares having a value on the
Effective Time of less than 50 percent of the fair market value
of all of the formerly outstanding Lakeland Common as of the
same date. For purposes of this representation, shares of
Lakeland Common exchanged for cash or other property or
exchanged for cash in lieu of fractional shares of Huntington
Common will be treated as outstanding Lakeland Common on the
Effective Time. Moreover, shares of Lakeland Common and shares
of Huntington Common held by Lakeland shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to
the Merger have been considered in making this representation.

c. The Bank will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair
market value of the gross assets held by Lakeland immediately
prior to the Merger. For purposes of this representation,
amounts paid by Lakeland to dissenters, amounts paid by
Lakeland to shareholders who receive cash or other property,
Lakeland assets used to pay its reorganization expenses, and
all redemptions and distributions (except for regular, normal
dividends) made by Lakeland immediately preceding the
transfer, will be included as assets of Lakeland held
immediately prior to the Merger.

d. Prior to the transaction, Huntington will be in control of the
Bank within the meaning of Section 368(c) of the Code.

e. Following the transaction, the Bank will not issue additional
shares of its stock that would result in Huntington losing
control of the Bank within the meaning of Section 368(c) of
the Code.

f. Other than as described below in this paragraph f.,
Huntington has no plan or intention to liquidate the Bank; to
merge the Bank with and into another corporation; to sell or
otherwise dispose of the stock of the Bank;

<PAGE> 3
Huntington Bancshares Incorporated
The Huntington National Bank of Lakeland
Peoples Bank of Lakeland
November 21, 1995
Page 3

or to cause the Bank to sell or otherwise dispose of any of
the assets of Lakeland acquired in the Merger, except for
dispositions made in the ordinary course of business or
transfers described in Section 368(a)(2)(C) of the Code.
However, Huntington will merge the Bank into HNB Florida if it
receives a private letter ruling from the Internal Revenue
Service that the merger of the Bank into HNB Florida will not
cause the Merger to be other than a tax-free reorganization
under Section 368(a) of the Code.

g. The liabilities of Lakeland assumed by the Bank and the
liabilities to which the transferred assets of Lakeland are
subject were incurred by Lakeland in the ordinary course of
its business.

h. Huntington has no plan or intention to redeem or otherwise
reacquire any Huntington Common issued in the Merger.

i. Following the Merger, the Bank will continue the historic
business of Lakeland or use a significant portion of
Lakeland's business assets in a business.

j. Huntington, the Bank, Lakeland, and the shareholders of
Lakeland will pay their respective expenses, if any, incurred
in connection with the Merger.

k. There is no intercorporate indebtedness existing between
Huntington and Lakeland or between the Bank and Lakeland that
was issued, acquired, or will be settled at a discount.

l. No party to the transaction is an investment company as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

m. The fair market value of the assets of Lakeland transferred to
the Bank in the Merger will equal or exceed the sum of the
liabilities assumed by the Bank, plus the amount of
liabilities, if any, to which the transferred assets are
subject.

n. The total adjusted basis of the assets of Lakeland transferred
to the Bank in the Merger will equal or exceed the sum of the
liabilities assumed by the Bank, plus the amount of
liabilities, if any, to which the transferred assets are
subject.

o. Neither Huntington, the Bank nor Lakeland is under the
jurisdiction of a court in a Title 11 or similar case within
the meaning of Section 368(a)(3)(A) of the Code.
<PAGE> 4
Huntington Bancshares Incorporated
The Huntington National Bank of Lakeland
Peoples Bank of Lakeland
November 21, 1995
Page 4

p. No cash will be paid for fractional shares.

q. No stock of the Bank will be issued in the transaction.

r. None of the compensation received by any shareholder-employee
of Lakeland will be separate consideration for, or allocable
to, any of his or her shares of Lakeland Common; none of the
shares of Huntington Common received by any
shareholder-employee will be separate consideration for, or
allocable to, any employment agreement; and the compensation
paid to any shareholder-employee of Lakeland will be for
services actually rendered and will be commensurate with
amounts paid to third parties bargaining at arm's length for
similar services.

s. Neither Huntington nor the Bank owned any shares of Lakeland
prior to the Merger.

t. No material dividends or distributions will be made, except
for dividends which are normal and customary in amount.

In reliance on the assumptions and the representations set forth
above, and assuming that the shareholders of Lakeland do not sell, exchange,
transfer by gift, or otherwise dispose of a number of shares of Huntington
Common received in the Merger that would reduce the ownership of Huntington
Common by the former shareholders of Lakeland to a number of shares having a
value, as of the date of the Merger, of less than 50 percent of the fair market
value of all of the formerly outstanding Lakeland Common as of the same date,
we are of the opinion that:

(1) The Merger will constitute a reorganization within the meaning
of Sections 368(a) of the Code and that the Huntington, the Bank, and Lakeland
will each be "a party to a reorganization" within the meaning of Section 368(b)
of the Code.

(2) The discussion in the Registration Statement under the caption
"Federal Income Tax Consequences" insofar as it contains statements of United
States federal income tax law or conclusions with respect to United States
federal income tax law, is correct in all material respects.

We have given this opinion pursuant to Section 9.1(g) of the Agreement
in connection with the transactions contemplated thereby and such opinion is
not to be relied upon for any other purpose. No opinion is expressed about the
tax treatment of the transaction under other provisions of the Code and the
Treasury Regulations issued thereunder or about the tax treatment of any
conditions existing at the time of, or effects resulting from, the transaction
that are not specifically addressed by the foregoing opinion. No opinion is
expressed as to the effect of state, local, and foreign tax laws.
<PAGE> 5
Huntington Bancshares Incorporated
The Huntington National Bank of Lakeland
Peoples Bank of Lakeland
November 21, 1995
Page 5

You should be aware that this opinion represents our
conclusions as to the application of existing law and is based on the
representations given as of the date hereof. The statutory
provisions, regulations, interpretations, and other authorities upon
which our opinion is based are subject to change, and such changes
could apply retroactively. In addition, there can be no assurance
that positions contrary to those stated in our opinion will not be
taken by the Internal Revenue Service. No person other than the
addressees named herein may rely on this opinion for any purpose.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "THE MERGER
- - Federal Income Tax Consequences" and "LEGAL MATTERS" in the Proxy
Statement/Prospectus included in the Registration Statement.

Very truly yours,

/s/Porter, Wright Morris & Arthur

PORTER, WRIGHT MORRIS & ARTHUR

<PAGE> 1

EXHIBIT 23(b)

CONSENT OF INDEPENDENT AUDITORS
-------------------------------

We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated January 11, 1995, in the Registration
Statement (Form S-4) and related Prospectus of Huntington Bancshares
Incorporated for the registration of 6,800,000 shares of its common stock.

/s/Ernst & Young LLP

Columbus, Ohio
November 17, 1995

<PAGE> 1
EXHIBIT 23(c)

CARTER, BELCOURT & ATKINSON, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

CONSENT OF INDEPENDENT AUDITORS
-------------------------------

We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated March 10, 1995, with respect to the
financial statements of Peoples Bank of Lakeland included in the Registration
Statement (Form S-4) and related Prospectus of Huntington Bancshares
Incorporated for the registration of 6,800,000 shares of its common stock.

/s/Carter, Belcourt & Atkinson, P.A.

Lakeland, Florida
November 17, 1995

<PAGE> 1
EXHIBIT 23(d)

CONSENT OF THE CARSON MEDLIN COMPANY
------------------------------------

We hereby consent to the inclusion as Appendix B to the Proxy
Statement/Prospectus constituting part of the Registration Statement on Form
S-4 of Huntington Bancshares Incorporated of our letter to the Board of
Directors of Peoples Bank of Lakeland and to the references made to such
letter and to the firm in such Proxy Statement/Prospectus. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.

/s/The Carson Medlin Company

THE CARSON MEDLIN COMPANY

Tampa, Florida
November 21, 1995

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY
(Peoples Bank of Lakeland)

The undersigned officers and directors of Huntington Bancshares
Incorporated (the "Corporation") hereby appoint Ralph K. Frasier, Zuheir Sofia,
and Gerald R. Williams as his attorneys, and any of them, with power to act
without the others, as his attorney, to sign, in his name and on his 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 6,800,000 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 Peoples Bank of Lakeland into The Huntington National Bank of
Lakeland (a national bank to be formed as a wholly owned subsidiary of the
Corporation), 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 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 this
18th day of September, 1995.

<TABLE>
<CAPTION>
SIGNATURE: TITLE:
- --------- -----
<S> <C>
/s/Frank Wobst Chairman, Chief Executive Officer and Director
- --------------------------------- (principal executive officer)
Frank Wobst

/s/W. Lee Hoskins Vice Chairman and Director
- ---------------------------------
W. Lee Hoskins

/s/Zuheir Sofia President, Chief Operating Officer, Treasurer,
- --------------------------------- and Director
Zuheir Sofia

/s/Gerald R. Williams Executive Vice President and Chief Financial
- --------------------------------- Officer (principal financial officer)
Gerald R. Williams
</TABLE>
<PAGE> 2

<TABLE>
<S> <C>
/s/John D. Van Fleet Senior Vice President and Corporate Controller
- ---------------------------------- (principal accounting officer)
John D. Van Fleet

/s/Don M. Casto III Director
- ----------------------------------
Don M. Casto III

/s/Don Conrad Director
- ----------------------------------
Don Conrad

/s/John B. Gerlach Director
- ----------------------------------
John B. Gerlach

/s/Wm. J. Lhota Director
- ----------------------------------
Wm. J. Lhota

/s/Gerald E. Mayo Director
- ----------------------------------
Gerald E. Mayo

/s/George A. Skestos Director
- ----------------------------------
George A. Skestos

/s/Lewis R. Smoot, Sr. Director
- ----------------------------------
Lewis R. Smoot, Sr.

/s/Timothy P. Smucker Director
- ----------------------------------
Timothy P. Smucker

/s/William J. Williams Director
- ----------------------------------
William J. Williams
</TABLE>