HUNTINGTON BANCSHARES INC/MD, DEF 14A, 1995-03-10

HUNTINGTON BANCSHARES INC/MD
DEF 14A, 1995-03-10
NATIONAL COMMERCIAL BANKS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]
-

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
-

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Huntington Bancshares Incorporated
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Huntington Bancshares Incorporated
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
- Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

<PAGE>

Huntington Bancshares Incorporated [Logo of Huntington
Huntington Center Bancshares Incorporated]
41 South High Street
Columbus, Ohio 43287

RALPH K. FRASIER
General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The Twenty-Ninth Annual Meeting of Shareholders of Huntington Bancshares
Incorporated will be held in the Capitol Square Banking Lobby of The Huntington
National Bank, 17 South High Street, Columbus, Ohio, on Thursday, April 27,
1995, at 5:00 p.m. local Columbus, Ohio time, for the following purposes:

(1) To elect four directors to serve as Class II Directors until the
1998 Annual Meeting of Shareholders and until their successors are
elected.
(2) To consider and act upon a proposal to approve the Huntington
Bancshares Incorporated Incentive Compensation Plan.
(3) To ratify the appointment of Ernst & Young LLP, independent public
accountants, to serve as auditors for the Corporation for the year
1995.
(4) To consider and act upon a shareholder proposal, if presented at
the meeting.
(5) To transact any other business which may properly come before the
meeting.

You will be welcome at the meeting, and we hope you can attend. Directors
and officers of Huntington Bancshares Incorporated and representatives of its
independent auditors will be present to answer your questions and to discuss its
business.

We urge you to execute and return the enclosed proxy as soon as possible so
that your shares may be voted in accordance with your wishes. If you attend the
meeting, you may vote in person, and your proxy will not be used.

Sincerely yours,

/s/ Ralph K. Frasier
Ralph K. Frasier
March 10, 1995

PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
<PAGE>

Huntington Bancshares Incorporated [Logo of Huntington
Huntington Center Bancshares Incorporation]
41 South High Street
Columbus, Ohio 43287

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

PROXY STATEMENT

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

ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995

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

This Proxy Statement is furnished to the shareholders of Huntington
Bancshares Incorporated (the "Corporation") in connection with the solicitation
of proxies to be used in voting at the Annual Meeting of Shareholders to be held
on April 27, 1995, and at any adjournment thereof. The enclosed proxy is
solicited by the Board of Directors of the Corporation. This Proxy Statement and
the enclosed proxy will be first sent or given to the Corporation's shareholders
on approximately March 10, 1995.

The shares represented by the accompanying proxy will be voted as directed
if the proxy is properly signed and received by the Corporation prior to the
meeting. The proxy will be voted FOR the nominees for director named herein, FOR
the approval of the Huntington Bancshares Incorporated Incentive Compensation
Plan, FOR the ratification of Ernst & Young LLP's appointment as independent
auditors, and AGAINST the shareholder proposal, if no direction is made to the
contrary.

A person giving the enclosed proxy has the power to revoke it at any time
before it is exercised by filing a written notice with the Secretary of the
Corporation prior to the meeting. Shareholders who attend the meeting may vote
in person and their proxies will not be used.

The Corporation will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of stock. Representatives of the
Corporation may solicit proxies by mail, telegram, telephone, or personal
interview. The Corporation has retained Morrow & Co., Inc. to assist in the
solicitation of proxies and will pay such firm fees of approximately $4,000,
plus expenses.

Holders of record of Common Stock at the close of business on February 15,
1995, will be entitled to vote. At that date, the Corporation had 130,058,618
shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
Each share of Common Stock outstanding on the record date entitles the holder to
one vote on each matter submitted at the Annual Meeting.
<PAGE>

A majority of the outstanding shares of the Corporation 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 for the transaction of
business. The election of each director nominee requires the favorable vote of a
plurality of all votes cast by the holders of Common Stock at a meeting at which
a quorum is present. Only shares that are voted in favor of a particular nominee
will be counted toward such nominee's achievement of a plurality. Abstentions
and broker non-votes will not be counted toward such nominee's achievement of a
plurality and thus will have no effect. Each other matter to be submitted to the
shareholders at this meeting requires the affirmative vote of a majority of all
the votes cast by the holders of Common Stock at a meeting at which a quorum is
present for approval or ratification of the matter. Under Maryland law,
abstentions and broker non-votes are not counted as votes cast at the meeting
and thus will have no effect.

ELECTION OF DIRECTORS

The Corporation's Charter provides for a classified Board of Directors. In
accordance with the Corporation's Bylaws, the Board of Directors has, by
resolution, set the number of authorized directors at twelve. The Board of
Directors proposes the election of four directors at the 1995 Annual Meeting of
Shareholders to serve as Class II Directors. The nominees for Class II
Directors, if elected, will each serve a three-year term expiring at the 1998
Annual Meeting of Shareholders and until their successors are elected.

Don Conrad and Frank Wobst are currently Class II Directors of the
Corporation and are being nominated by the Board of Directors for reelection as
Class II Directors. Messrs. Conrad and Wobst were each elected at the 1992
Annual Meeting of Shareholders to serve three-year terms expiring in 1995.
George A. Skestos and Lewis R. Smoot, Sr. are also being nominated by the Board
of Directors for election as Class II Directors. Both Messrs. Skestos and Smoot
currently serve as directors of The Huntington National Bank and Mr. Skestos is
also a director of The Huntington Trust Company, National Association, and The
Huntington Financial Services Company.

Marvin E. White and Milton A. Wolf, who were elected as Class II Directors
at the 1992 Annual Meeting of Shareholders, are not candidates for reelection by
virtue of the obligatory retirement provisions of the Corporation's Bylaws. Mr.
White has served as a director of the Corporation since 1981 and Mr. Wolf, who
also served as a director of Union Commerce Corporation from 1982 until it was
merged into the Corporation in 1983, has served as a director of the Corporation
since 1983. The Corporation has benefited greatly from the many years of
distinguished, loyal service of both Messrs. White and Wolf.

It is intended that, unless otherwise directed, the shares represented by
the enclosed proxy will be voted FOR the election of Messrs. Conrad, Skestos,
Smoot, and Wobst as Class II Directors. In the event that any of the nominees
for director should become unavailable, the number of directors of the
Corporation may be decreased pursuant to the Bylaws, or the Board of Directors
may designate a substitute nominee, in which event such shares will be voted for
such substitute nominee.

2
<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

The following table sets forth certain information concerning each nominee
and each continuing director of the Corporation.

CLASS II DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 1998)

Chairman, Huntington Bancshares 66 1989
Kentucky, Inc.; Chairman and Chief
Executive Officer, WACO Oil Co.,
Inc., retail gasoline/convenience
stores, car washes, and self storage
warehouses

GEORGE A. SKESTOS

Retired Chairman, Homewood 67
Corporation, residential
construction and
development

LEWIS R. SMOOT, SR.

President and Chief Executive 61 M/I Schottenstein Homes, Inc.
Officer, The Smoot Corporation,
general construction and
construction management

FRANK WOBST

Chairman and Chief Executive 61 1974
Officer of the Corporation; Chairman
of the Executive Committee of The
Huntington National Bank; Chairman,
The Huntington Trust Company,
National Association
</TABLE>

3
<PAGE>

CLASS III DIRECTORS
(TERMS EXPIRE IN 1996)

<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(D) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DON M. CASTO, III
Principal, Don M. Casto 50 1985
Organization, real estate developers
WM. J. LHOTA
Executive Vice President, American 55 1990 AEP Generating Company, Appalachian
Electric Power Service Corporation, Power Company,
management, technical, and Blackhawk Coal Company,
professional subsidiary of American Columbus Southern Power Company,
Electric Power Company, Inc., an Indiana Michigan Power Company,
investor owned electric utility Kentucky Power Company,
system Ohio Power Company,
State Auto Financial Corporation

GERALD E. MAYO
President, Midland Financial 62 1990 Borror Corporation,
Services; Chairman, The The Columbia Gas System, Inc.,
Midland Life Insurance Company, life HBO & Company
insurance and annuities
TIMOTHY P. SMUCKER
Chairman, The J. M. Smucker 50 1978 The J. M. Smucker Company, Kellogg
Company, manufacturer of jams, Company
jellies, preserves, and ice cream
toppings
</TABLE>

4
<PAGE>

CLASS I DIRECTORS
(TERMS EXPIRE IN 1997)
<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(D) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JOHN B. GERLACH
Chairman and Chief Executive 68 1984 Lancaster Colony Corporation,
Officer, Lancaster Colony Drug Emporium, Inc.,
Corporation, manufacturer of M/I Schottenstein Homes, Inc.,
housewares, specialty foods, Scioto Downs, Inc.,
and automotive and truck accessories Worthington Foods, Inc.
W. LEE HOSKINS
Vice Chairman of the Corporation; 54 1991
Chairman, President, and Chief
Executive Officer, The Huntington
National Bank
ZUHEIR SOFIA
President, Chief Operating Officer, 50 1984
and Treasurer of the Corporation
WILLIAM J. WILLIAMS
Retired Chairman, The Huntington 66 1985 Centerior Energy Corporation,
National Bank Republic Engineered Steel, Inc.,
UNR Industries, Inc.
</TABLE>
_________________

(1) Mr. Hoskins' business experience is described under "Executive Officers of
the Corporation" below. Mr. Williams retired from the position of Chairman
of The Huntington National Bank as of September 1, 1993. Each other nominee
and continuing 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 the Corporation. Mr. Williams is also a director of The
Huntington National Bank and another affiliated entity.
_________________

5
<PAGE>

The Board of Directors of the Corporation had a total of nine regular and
special meetings during 1994. The Board of Directors has standing Audit,
Compensation and Stock Option, Executive, and Pension Review Committees. The
members of the Audit Committee are Messrs. Lhota, Mayo, Wolf and Casto,
Chairman. The Audit Committee met four times during 1994 and performs the
function of overseeing the work of the internal and external auditors. The
members of the Compensation and Stock Option Committee are Messrs. Conrad,
Smucker, White, and Gerlach, Chairman. This committee met four times during 1994
and reviews benefits and executive compensation, including incentive
compensation, and grants stock options. The Executive Committee is composed of
Messrs. Casto, Gerlach, Smucker, White, and Wobst, Chairman. This committee met
twice during 1994 and makes recommendations to the full Board of Directors with
respect to significant policy issues and nominations to the Board of Directors
of the Corporation. The members of the Pension Review Committee are Messrs.
Conrad, Gerlach, White, and Smucker, Chairman. The Pension Review Committee met
twice during 1994 and administers the Corporation's Retirement Plan, oversees
the investment of plan assets and makes recommendations to the Board of
Directors regarding the Retirement Plan.

COMPENSATION OF DIRECTORS

Each non-officer director of the Corporation receives $1,250 for each Board
or committee meeting of the Corporation the director attends. In addition, each
non-officer director of the Corporation receives retainer payments at an annual
rate of $20,000. Non-officer chairmen of standing committees of the Board of
Directors of the Corporation 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 the Corporation
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. The Corporation 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 broad investment discretion over the trust
fund and is authorized to invest in many forms of securities and other
instruments, including Common Stock of the Corporation. During 1994, the trustee
invested the trust fund primarily in Common Stock of the Corporation. 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

6
<PAGE>

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 the Corporation 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 the
Corporation. Directors who are also officers of the Corporation do not receive
compensation as directors and, therefore, are ineligible to participate in the
Directors' Plan.

RETIREMENT PLAN FOR DIRECTORS

The Corporation 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 the Corporation who have completed five years of service
on the Corporation's Board of Directors and for directors of the Corporation
who, in the Corporation'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 the Corporation, 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 the Corporation in its
sole discretion, the Corporation 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 the Corporation for payment of any benefits
thereunder. The participants and their spouses have only the rights of general
unsecured creditors of the Corporation with respect to any rights under the
Directors' Retirement Plan.

7
<PAGE>

The Directors' Retirement Plan may be amended or terminated at the
Corporation'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 the Corporation, including
payments made under the Directors' Retirement Plan, but only if the Corporation
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.

OWNERSHIP OF VOTING STOCK

The following table sets forth the beneficial ownership of the
Corporation's Common Stock by each of the Corporation's directors, nominees, and
five most highly compensated executive officers, and the directors and executive
officers as a group as of December 31, 1994.

<TABLE>
<CAPTION>
SHARES OF COMMON
NAME OF BENEFICIAL OWNER STOCK OWNED(1) PERCENT OF CLASS
- -----------------------------------------------------------------------------
<S> <C> <C>
Don M. Casto, III......... 110,285 (2) .08%

Don Conrad................ 702,794 (2) .54%

Judith D. Fisher.......... 73,259 (2)(3) .06%

John B. Gerlach........... 1,074,880 (2) .83%

W. Lee Hoskins............ 167,544 (3) .13%

Wm. J. Lhota.............. 22,310 (2) .02%

Gerald E. Mayo............ 80,623 (2) .06%

George A. Skestos......... 6,048 *

Lewis R. Smoot, Sr........ 38,027 (4) .03%

Timothy P. Smucker........ 38,918 (2) .03%

Zuheir Sofia.............. 500,822 (2)(3) .38%

Marvin E. White........... 170,669 .13%

Gerald R. Williams........ 111,287 (3) .09%

William J. Williams....... 95,559 (2)(3) .07%

Frank Wobst............... 1,127,746 (2)(3) .86%

Milton A. Wolf............ 761,208 (2) .58%

Directors and Executive
Officers as a Group...... 5,507,567 (2)(3) 4.20%
(23 in group)
* Less than .01%.
</TABLE>

8
<PAGE>

________________

(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 1,601; 109,113; 1,040; 186,500; 1,472; 2,499; 17,499; 763; 43,203;
and 2,500 shares of Common Stock owned by members of the immediate families
of Messrs. Casto, Conrad, Ms. Fisher, Messrs. Gerlach, Mayo, Smucker,
Sofia, W. Williams, Wobst, and Wolf respectively; 9,923 shares of Common
Stock owned jointly by Mr. Lhota and his spouse; 33,620 shares of Common
Stock owned by The Midland Life Insurance Company, of which Mr. Mayo is a
director and officer; 219,998 shares of Common Stock owned by the Gerlach
Foundation Inc., of which Mr. Gerlach is trustee; 20,713 shares of Common
Stock owned by Lehrs, Inc., of which Mr. Gerlach is a director and officer;
12,771 shares of Common Stock owned by the estate of John J. Gerlach,
deceased of which Mr. Gerlach is executor; 14,898 shares of Common Stock
owned by the John J. Gerlach Trust of which Mr. Gerlach is trustee; 6,426
shares of Common Stock owned by the WACO Oil Co., Inc. Pension Plan of
which Mr. Conrad is an administrator; and 305,779 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 47,144 shares for Ms. Fisher, 146,087 shares for Mr. Hoskins,
173,921 shares for Mr. Sofia, 75,846 shares for Mr. G. Williams, 6,873
shares for Mr. W. Williams, 462,035 shares for Mr. Wobst and 1,061,934
shares of Common Stock for all executive officers as a group which could
have been acquired under stock options exercisable within 60 days of
December 31, 1994.

(4) Includes 1,823 shares of Common Stock owned by members of the immediate
family of Mr. Smoot and 13,750 shares of Common Stock owned by The Smoot
Corporation, of which Mr. Smoot is an officer.

________________

As of December 31, 1994, no person was known by the Corporation to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock of
the Corporation, except as follows:

<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OF COMMON
OF BENEFICIAL OWNER STOCK OWNED PERCENT OF CLASS
- ----------------------------------------------------------------------
<S> <C> <C>
The Huntington Trust Company, 12,699,805(1) 9.79%
National Association
Huntington Center
41 South High Street
Columbus, Ohio 43287
</TABLE>

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<PAGE>

_________________

(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 1,311,868 of these shares,
shared power to dispose of 1,454,559 of these shares, sole power to vote
3,795,134 of these shares, and shared power to vote 8,781,822 of these
shares.

_________________

Entities affiliated with the Corporation, the directors and executive
officers of the Corporation and its affiliated entities, participants in the
Corporation's Stock Purchase and Tax Savings Plan, Supplemental Stock Purchase
and Tax Savings Plan, and Stock Option Plans, and participants in certain
employee benefit plans of affiliated entities beneficially owned, in the
aggregate, approximately 22,901,722 shares, or 17.59%, of the Common Stock of
the Corporation outstanding on December 31, 1994.

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

Some of the directors and executive officers of the Corporation are
customers of the Corporation's affiliated financial and lending institutions and
have transactions with such affiliates in the ordinary course of business.
Directors and executive officers of the Corporation also may be affiliated with
entities which are customers of the Corporation'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.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Corporation and
its subsidiaries to the Corporation'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.

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<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------

ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>

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)
- -----------------------------------------------------------------------------------------------------------------------
FRANK WOBST

Chairman and Chief 1994 800,000 564,000 83,384 125,000 400,009 36,000

Executive Officer 1993 760,000 646,000 59,144 109,998 -0- 34,200

1992 730,000 376,200 (2) 103,122 281,213 32,850

ZUHEIR SOFIA

President, Chief 1994 467,500 329,588 (2) 62,500 233,764 21,037

Operating Officer, 1993 445,000 378,250 (2) 61,873 -0- 20,025

and Treasurer 1992 421,667 226,883 (2) 51,559 164,669 18,975

W. LEE HOSKINS

Chairman and CEO, 1994 467,500 329,588 (2) 62,500 233,759 21,037

The Huntington 1993 445,000 378,250 (2) 51,560 -0- 20,025

National Bank 1992 422,500 220,275 (2) 51,559 -0- 18,910

GERALD R. WILLIAMS

Executive Vice 1994 254,000 131,070 (2) 18,750 128,509 11,430

President and Chief 1993 245,000 195,755 (2) 15,123 -0- 11,025

Financial Officer 1992 230,000 107,019 (2) 17,184 85,118 10,350

JUDITH D. FISHER

Executive Vice 1994 220,000 112,200 (2) 25,000 110,011 9,900

President 1993 192,500 192,610 (2) 27,498 -0- 8,663

1992 173,333 96,872 (2) 17,184 -0- 7,800
</TABLE>

11
<PAGE>
_____________

(1) Includes amounts deferred pursuant to the Corporation'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) The Corporation'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 the Corporation'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
the Corporation 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 $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.

________________

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 the
Corporation 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 the Corporation through November 15, 1996, with automatic five-
year renewals until their death, disability, or retirement, unless earlier
terminated by either the officer or the Corporation 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.

12
<PAGE>

The Employment Agreements also provide for the officers' continued participation
in the Corporation'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 the Corporation. 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, the Corporation 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 the Corporation'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.

The Corporation 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
the Corporation. The Executive Agreements for Messrs. Wobst, Sofia, and Hoskins
each provide that, if a change in control of the Corporation 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 fiscal years
preceding his termination. The Corporation 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, the Corporation 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 the Corporation 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

13
<PAGE>

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, the Corporation 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 the
Corporation for federal income tax purposes under applicable provisions of the
Internal Revenue Code.

The Executive Agreements provide that the Corporation 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
the Corporation. 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 the Corporation, but only if the Corporation 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.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING PERCENT OF TOTAL GRANT DATE
OPTIONS OPTIONS GRANTED TO EXERCISE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE
NAME (#)(1) FISCAL YEAR ($/SH)(2) DATE ($)(3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank Wobst 125,000 20.1% $20.55 5/18/04 $824,569

Zuheir Sofia 62,500 10.1 20.55 5/18/04 412,284

W. Lee Hoskins 62,500 10.1 20.55 5/18/04 412,284

Gerald R. Williams 18,750 3.0 20.55 5/18/04 123,685

Judith D. Fisher 25,000 4.0 20.55 5/18/04 164,914
</TABLE>

14
<PAGE>

_______________

(1) Figures reflect effect of five-for-four stock split paid July 29, 1994.
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 the Corporation's retirement plans, termination
following a change in control of the Corporation, or a disposition (other
than a change in control) of substantially all of the stock or assets of
the Corporation, 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 the Corporation. In
addition, any tax which the Corporation 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 the
Corporation, 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.

(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
the Corporation'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 the Corporation'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 the Corporation'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 the
Corporation'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
the Corporation outstanding at the date of grant.

________________

15
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY(3)
FISCAL YEAR-END OPTIONS AT FISCAL YEAR-
(#)(2) END ($)

SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frank Wobst -0- -0- 462,035/ 2,397,809/
125,000 -0-

Zuheir Sofia 28,000 288,443 173,921/ 691,503/
62,500 -0-

W. Lee Hoskins -0- -0- 146,087/ 438,235/
62,500 -0-

Gerald R. Williams -0- -0- 75,846/ 483,628/
18,750 -0-

Judith D. Fisher 9,277 71,678 47,114/ 111,524/
25,000 -0-
</TABLE>
________________

(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.
________________

16
<PAGE>

LONG-TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR

ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
----------------------------------------
PRICE-BASED PLAN(2)
-------------------
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE OR
SHARES, UNITS OTHER PERIOD
OR OTHER UNTIL 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
</TABLE>
_________________

(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 the Corporation's performance achieves the established
threshold or higher.

(2) The Long-Term Incentive Compensation Plan measures the Corporation'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 the 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.

_________________

17
<PAGE>

PENSION PLAN TABLE

<TABLE>
<CAPTION>
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 the Corporation's Retirement
Plan and Supplemental Executive Retirement Plan ("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 sixty 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 the
Corporation 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 the Corporation 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 the Corporation
pursuant to the Retirement Plan and the SERP would be the same for an executive
officer with fifteen years of

18
<PAGE>

service as for an executive officer with thirty-five years of service, assuming
each had the same level of covered compensation, the only difference being that
the fifteen 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 the Corporation (or an affiliated company) and whose
compensation is in excess of the limitation imposed by Section 401(a)(17) of the
Internal Revenue Code (the "Code") is eligible to participate in the
Corporation's 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 Sections 401(a)(17) and
415 of the Code. 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.

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

The Compensation and Stock Option Committee is composed of Don Conrad, John
B. Gerlach, Timothy P. Smucker, and Marvin E. White. None of the members are or
have ever been officers of the Corporation or its subsidiaries.

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

The following Board Compensation Committee Report on Executive Compensation
and performance graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any of
the Corporation's filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Corporation specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.

19
<PAGE>

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee of the Board of Directors (the
"Committee") oversees the Corporation's executive compensation programs. The
Committee consists entirely of non-employee directors who met four times in 1994
to review and approve executive compensation matters.

The Corporation's executive compensation philosophy is designed to meet
four primary goals:

(1) Ensure a strong linkage between corporate, unit and individual
performance and total compensation.
(2) Integrate compensation programs with the Corporation's annual and
long-term strategic goals.
(3) Encourage long-term strategic management and enhancement of
shareholder value through equity awards.
(4) Attract and retain key executives critical to the long-term success
of the Corporation by providing a fully competitive pay package that
is appropriately sensitive to performance.

These principles are reflected in the key components of the Corporation's
executive compensation programs which consist of base salary, annual incentive
awards, and long-term incentive awards. Three of the Corporation's executive
officers, Messrs. Wobst, Sofia, and Hoskins, each have existing employment
agreements with the Corporation (the "Existing Contracts") that, among other
things, establish minimum base salaries and participation in the Corporation's
incentive compensation plans (see "Employment and Executive Agreements" above).
Increases in the minimum base salaries and the specific level of participation
in the incentive compensation plans for these executive officers is determined
by the Committee based on the factors described below. The Corporation's
executive compensation programs are regularly evaluated to ensure that they
continue to reinforce shareholder interests and support the goals of the
Corporation's executive compensation philosophy.

Base Salary

Executives' base salary and subsequent adjustments are determined relative
to the following factors: individual and business unit performance, scope of
responsibility and accountability, comparison with industry pay practices, and
cost of living considerations. The Committee feels that all of these factors are
significant and the relevance of each varies from executive to executive.
Therefore, no specific weight has been assigned to these factors in the
evaluation of an executive's base salary.

The specific measures of business unit performance vary depending upon the
executive's performance area and the goals periodically set for the performance
area by the Corporation. Industry comparisons, primarily of banking
organizations of comparable asset size, are drawn from survey data relating to
various executive levels published by independent sources. Where relevant,
cross-industry comparisons are utilized for certain executives whose functions
are not specific to banking. Although the

20
<PAGE>

Committee reviews data representing pay practices of the 25th to 75th
percentiles, in terms of compensation, of the competitive market, the Committee
does not have a policy to target compensation at a designated level of the pay
practices of such market. Many of the banking organizations represented by the
data are included in the KBW 50 Total Return Index published by Keefe, Bruyette
& Woods, Inc. which was used for comparative purposes in the shareholder return
graph (see "Comparison of Five Year Cumulative Total Return Between the
Corporation, S&P 500 Index, and KBW 50 Total Return Index" below).

Typically executive officers are reviewed for supplemental increases in
their base salary on a 15 month cycle. Mr. Wobst received an annualized salary
increase of 4.2% effective January 1, 1994, to recognize his leadership role in
the Corporation's 1993 record profitability and his increased duties associated
with the Corporation's asset growth. Contributing to this result was the
successful integration of five acquisitions, the continued growth of Huntington
Direct, as well as progress in other alternate delivery and niche business
initiatives.

Annual Cash Incentive Awards

Under the Corporation's Incentive Compensation Plan in effect for 1994,
executive officers earned annual cash incentive awards determined as a
percentage of base salary. The percentage of base salary for an executive was
determined by (i) the category to which the executive was assigned for 1994
based upon his level of responsibility and (ii) the Corporation's performance as
measured by return on beginning shareholders' equity ("ROBE") relative to a
range of ROBE targets established by the Committee in the first quarter of 1994.
The higher the ROBE target, the larger the percentage of base salary is applied
for this purpose. Although the percentage of base salary tied to performance
targets within the range has not been changed in recent years, the range was
extended in 1994 to establish a new maximum target providing increased award
opportunities commensurate with outstanding corporate performance for those
executive officers who could significantly affect corporate performance. ROBE
targets that were set for 1994 bore no predetermined relationship to the targets
set for the previous year. However, in establishing the targets, consideration
was given to internal corporate performance goals and the Corporation's
assessment of its economic environment and industry trends.

Potential awards were then weighted for the following factors: corporate
performance, business unit performance, and individual performance. The weight
assigned to each factor varied depending on the executive's scope of
responsibility within the Corporation. The portions of an executive's award tied
to business unit performance and individual performance were or could have been
adjusted as determined by the managing executive's subjective evaluation, except
that Mr. Wobst's individual performance was evaluated by the Committee. For
example, Mr. Wobst's award was calculated by giving 90% weight to corporate
performance, no weight to business unit performance, and 10% weight to
individual performance. Other executive officer awards were assigned weights of
20%-40% for corporate performance, 40%-60% for business unit performance, and
20% for individual performance. No awards could have been paid under the plan
unless the Corporation's performance met the established minimum ROBE target
level. All awards required Committee approval.

21
<PAGE>

The Committee's evaluation of Mr. Wobst's individual performance and the
Corporation's ROBE performance in 1994 resulted in an award of $564,000.

Long-Term Incentive Awards

Long-term incentive awards are in the form of stock and cash awards granted
under the Long-Term Incentive Compensation Plan and stock options granted under
the Corporation's employee stock option plans. The value of these awards is
dependent upon the Corporation's performance over a period of time, as described
below.

The Long-Term Incentive Compensation Plan measures the Corporation's
performance over three-year cycles with a new cycle beginning every other year.
The cycle which began January 1, 1992, ended on December 31, 1994. The cycle
which began on January 1, 1994, will end December 31, 1996. Awards under the
Long-Term Incentive Compensation Plan are based on a comparison of the
Corporation's three-year average ROBE to those of a peer group at the end of a
cycle. The Committee approves the peer group and the eligible participants for
each plan cycle. The peer group for each cycle is composed of the 50 largest
(based on assets) United States banking organizations whose stock is publicly
traded minus those banking organizations deemed by the Committee to be money
center banking organizations that do not provide a meaningful standard for
comparison with the Corporation. The peer group is comprised of those banking
organizations satisfying these criteria as of the December 31 immediately
preceding the commencement of each cycle and remains fixed for the cycle, except
to the extent the group is reduced due to attrition (as a result of mergers and
organizations ceasing to be reporting companies). At the end of the cycle which
began January 1, 1992, the peer group consisted of 37 banking organizations
(including the Corporation), of which 33 are included in the KBW 50 Total Return
Index. Currently, the cycle which began January 1, 1994, consists of 41 banking
organizations (including the Corporation), of which 38 are included in the KBW
50 Total Return Index.

Members of the peer group are ranked according to their ROBEs and the
ranked list is then divided into quarters. A specific percentage of an executive
officer's base salary at the end of the cycle is awarded to the executive if the
Corporation's ROBE equals or exceeds that of the highest performing banking
organization in the lowest quartile of the peer group (the "threshold level").
The percentage of base salary awarded to an executive officer increases
incrementally between the threshold and target levels of performance as well as
between the target and maximum levels of performance, although at different
rates, as the Corporation's relative ROBE improves. No award will be made
pursuant to the Long-Term Incentive Compensation Plan with respect to any
performance cycle if the Corporation's ROBE for that cycle is below the
threshold level and no award will exceed 50% of the participant's base salary.
Awards are generally made in stock, however, participants may elect to receive
up to 50% of their awards in cash.

The Corporation's three-year average ROBE for the cycle ended December 31,
1994, resulted in performance at the 90th percentile of the peer group. Since
that performance exceeded the maximum specified by the plan, awards were made
equalling 50% of participant's base salary. Under the formula, Mr. Wobst
received an award valued at $400,009. (The number of shares awarded was rounded
up to the next whole share, resulting in an award slightly in excess of 50% of
base salary.)

22
<PAGE>

Stock option awards are considered annually by the Committee and the number
of shares granted to an executive officer is based on the individual's scope of
responsibility, a subjective evaluation of the performance of the individual and
his business unit since the last grant, and industry comparisons. No specific
weight is attached to these factors.

Data from three surveys published by nationally known compensation and
human resources consulting firms as well as data compiled from a review of
competitor proxy statements were reviewed by the Committee to determine
competitive benchmarks for awarding 1994 options. Two of the surveys provided
industry comparisons for financial organizations of generally comparable asset
size, the first of which represented data from 84 financial institutions while
the second represented 47 banking organizations. Additional comparisons were
provided by a general industry survey representing 204 companies, of which 33
were banks. The proxy statement data represented stock option practices of the
same peer group used for the Long-Term Incentive Compensation Plan cycle that
began January 1, 1994. Competitive grants were considered by using sources
presenting data as a percentage of base salary, as a percentage of total shares
outstanding, and as a dollar value. The Committee does not have a policy to
target its option awards at any specific level of data as provided from these
sources.

In addition, information as to the options awarded to each executive during
previous years was reviewed by the Committee. However, the Committee did not
consider the total amount of options held by an executive officer in determining
the size of an option awarded for 1994.

Each stock option has an exercise price equal to the fair market value of
the underlying Common Stock of the Corporation on the date of grant. Each stock
option granted in 1994 becomes exercisable in four equal annual increments
beginning on the first anniversary of the grant and remains exercisable for a
period of ten years from the date of grant (subject to plan forfeiture
restrictions). The four year vesting schedule was initiated for all stock
options granted in 1994 to encourage a focus on long-term shareholder returns.
Since the stock options are granted at market price, the value of the stock
options is entirely dependent upon the Corporation's stock price.

For 1994, the Committee awarded stock options to 209 employees in a total
amount equal to .48% of the Corporation's average shares of Common Stock
outstanding for the year. Mr. Wobst received 20.1% of all option shares granted,
or 125,000 shares, as adjusted for a five-for-four stock split paid in July
1994. The option shares granted to the named executive officers had a market
value at grant of $20.55 per share. Additional detail on executive grants is
provided in the table above entitled "Option Grants in Last Fiscal Year."

Impact of 1993 Tax Act Changes

The Omnibus Budget Reconciliation Act of 1993 (the "Act") amended the Code
to add Section 162(m). Code Section 162(m) no longer permits publicly held
corporations, such as the Corporation, to deduct as compensation "applicable
employee remuneration" paid to a "covered employee" in excess of $1,000,000 per
taxable year (the "Dollar Limitation"). A covered employee of the Corporation
for purposes

23
<PAGE>

of Section 162(m) is any employee who appears in the Summary Compensation Table
who is also employed by the Corporation on December 31 of the applicable taxable
year.

The Corporation may continue to deduct performance based compensation paid
to its covered employees pursuant to new Section 162(m) if the payment of such
compensation meets certain requirements set forth in the Code. Amended proposed
regulations have been issued (the "Proposed Regulations"). Additionally, the
Corporation may continue to deduct certain components of amounts paid to its
covered employees if the compensation qualifies for certain transition rules
(the "Transition Rules") provided for in the Code and the Proposed Regulations.

Generally, this legislation affects four components of the Corporation's
executive compensation package. These include base salary and perquisites,
annual cash incentive awards, stock option awards, and long-term incentive
awards. Each of these components is covered by a provision in the Existing
Contracts between the Corporation and each of Messrs. Wobst, Sofia, and Hoskins.
Each of the Existing Contracts expire on November 15, 1996. The new legislation
will not have any effect on the deductibility of compensation paid in 1994 to
the other named executive officers.

Based upon the Code and the Proposed Regulations, the Corporation believes
the base salaries and perquisites payable with respect to the Existing Contracts
and long-term incentive awards qualify under the Transition Rules and,
therefore, are not subject to the Dollar Limitation for 1994 and 1995. In
addition, stock option awards granted in 1994 were made under the 1994 Stock
Option Plan which was approved last year by shareholders. The Corporation
believes that the awards made in 1994 under the 1994 Stock Option Plan also are
not subject to the Dollar Limitation.

The Corporation is currently seeking shareholder approval for the Incentive
Compensation Plan. If shareholder approval is obtained, the Corporation believes
this plan will also meet the requirements to qualify awards under Section 162(m)
and the Proposed Regulations so that they are not subject to the Dollar
Limitation. Upon issuance of final regulations, the Corporation will consider
taking further action to the extent necessary to maintain the deductibility of
payments under its compensation plans.

COMPENSATION AND STOCK OPTION COMMITTEE

John B. Gerlach, Chairman
Don Conrad
Timothy P. Smucker
Marvin E. White

24
<PAGE>

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
BETWEEN THE CORPORATION, S&P 500 INDEX AND KBW 50 TOTAL RETURN INDEX(1)

The line graph below compares the yearly percentage change in cumulative
total shareholder return on the Corporation's Common Stock and the cumulative
total return of both the S&P 500 Index and the KBW 50 Total Return Index for the
period December 31, 1989, through December 31, 1994. An investment of $100 on
December 31, 1989, and the reinvestment of all dividends are assumed.

[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG HUNTINGTON BANCSHARES, INC., KBW 50 INDEX AND S & P 500 INDEX

Measurement period Huntington KBW 50 S & P 500
---------- ------ ---------
(Fiscal year Covered) Bancshares Inc Index Index
- --------------------- -------------- ------ ---------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100 $ 100 $ 100
- -- -- -- --- --- ---
FYE 12/31/90 $ 65 $ 106 $ 97
-- -- -- --- --- ---
FYE 12/31/91 $ 125 $ 168 $ 126
-- -- -- --- --- ---
FYE 12/31/92 $ 188 $ 214 $ 136
-- -- -- --- --- ---
FYE 12/31/93 $ 221 $ 226 $ 149
-- -- -- --- --- ---
FYE 12/31/94 $ 211 $ 214 $ 149
-- -- -- --- --- ---
</TABLE>

_________________

(1) The KBW 50 Total Return Index, published by Keefe, Bruyette & Woods, Inc.,
is a market-capitalization-weighted bank stock index that includes all
money-center and most major regional bank holding companies.

_________________

25
<PAGE>

EXECUTIVE OFFICERS OF THE CORPORATION

The executive officers of the Corporation 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 47, has served as Senior Vice President of the
Corporation since November 1993 and as Director of Corporate Development for the
Corporation 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 the Corporation, 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 46, has served as President of The Huntington
Investment Company since December 1990 and as Senior Vice President of the
Corporation 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 49, has served as Executive Vice President of the
Corporation 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 56, Executive Vice President, General Counsel,
Secretary and Cashier of The Huntington National Bank and General Counsel and
Secretary of the Corporation, 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 the Corporation 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 37, has served as Executive Vice President for the
Corporation since November 1994 and Executive Director of Consumer Services
since March 1994. Mr. Geier served as Senior Vice President for the Corporation
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.

26
<PAGE>

DIETER E. HEREN, age 53, has served as Executive Vice President and
Executive Director of Credit Administration for the Corporation from November
1994 to the present. From November 1992 to November 1994, Mr. Heren served as
Senior Vice President and Chief Credit Officer for the Corporation. Prior
thereto, Mr. Heren served as Senior Vice President and Manager of Special Assets
for 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 the
Corporation and as a director of The Huntington Trust Company, National
Association. Prior to joining the Corporation, 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.

NORMAN A. JACOBS, age 57, 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 the
Corporation 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 45, 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 50, has served as President and a director of the
Corporation 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 and
as Senior Vice President of the Corporation from March 1983 to October 1984, as
Executive Vice President of The Huntington National Bank from February 1981 to
March 1983, as Treasurer of the Corporation 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 the

27
<PAGE>

Corporation in September 1971 until December 1976, Mr. Sofia served the
Corporation in various other capacities.

R. FREDERICK TAYLOR, age 53, has served as President and Chief Executive
Officer of The Huntington Mortgage Company since January 1995. Prior to joining
the Corporation, 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 of the Corporation 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 the Corporation. Mr. Van Fleet also served as
Vice President of the Corporation 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 the
Corporation in June 1989.

GERALD R. WILLIAMS, age 59, has served as Executive Vice President and
Chief Financial Officer of the Corporation 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 61, has served as Chairman of the Board and Chief
Executive Officer of the Corporation 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 the Corporation from the time he joined the Corporation in
1974 to the present. Mr. Wobst served as President of the Corporation 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.

PROPOSAL TO APPROVE THE INCENTIVE COMPENSATION PLAN

A proposal to approve the Huntington Bancshares Incorporated Incentive
Compensation Plan, as amended (the "Plan"), will be presented at the Annual
Meeting of Shareholders. The purpose of the Plan is to encourage, recognize, and
reward exceptional levels of corporate, business unit, and individual
performance. The Board of Directors of the Corporation recommends that the
Corporation's shareholders approve the Plan as described herein.

The Corporation has maintained an incentive compensation plan (the
"Existing Plan") as an integral part of its compensation program for many years.
The Board of Directors amended the Plan on February 15, 1995, and is seeking
shareholder approval in order to enable the Corporation to qualify payments
under the Plan to executive officers as deductible for federal income tax
purposes. As described

28
<PAGE>

in the Board Compensation Committee Report on Executive Compensation, the
Internal Revenue Code was amended in 1993 to add Section 162(m) which places a
limit of $1,000,000 on the amount of compensation that may be deducted by the
Corporation in any tax year with respect to certain of the Corporation's highest
paid executives defined as "covered employees." However, qualified performance-
based compensation that has been approved by shareholders is not subject to the
deduction limit. In order that incentive compensation paid to executive officers
will be deductible under Section 162(m), the Corporation is requesting that the
shareholders approve the Plan at this meeting.

DESCRIPTION OF THE PLAN

Administration. The Plan will be administered by the Compensation and
--------------
Stock Option Committee of the Board of Directors (the "Committee") consisting of
outside directors within the meaning of Section 162(m).

Eligibility. Within the first 90 days of each calendar year, the
-----------
Committee will determine the identity of those executive officers whose
compensation in that year is anticipated to be effected by the Section 162(m)
limitation (the "Covered Officers"). The Covered Officers, as well as all other
officers of the Corporation or affiliated entities who are designated by the
Committee each year, will be eligible to participate in the Plan. The Covered
Officers will be subject to special provisions of the Plan designed to qualify
awards payable to them as performance-based compensation not subject to the
deduction limit. However, the group of executive officers actually affected by
the Section 162(m) limitation could differ at year end depending on actual
compensation paid and employment status at year end. Based upon the number of
persons eligible to participate in the Existing Plan, approximately 215 persons
will be eligible to participate in the Plan for 1995, assuming the Plan is
approved by the shareholders.

Operation of the Plan. Officers who participate in the Plan receive cash
---------------------
awards determined as a percentage of base salary measured by performance goals
established annually by the Committee. Performance goals are based on corporate
financial criteria and, except in the case of Covered Officers, evaluation of
business unit and individual performance. Awards paid to Covered Officers are
based on the Corporation's performance relative to return on average
shareholders' equity goals. No award will be paid to Covered Officers if return
on average shareholders' equity is less than 13% or any higher minimum goal
established by the Committee.

For competitive business reasons, the specific performance goals determined
by the Committee each year for purposes of the Plan will not be publicly
disclosed. However, incentive awards actually paid under the Plan to the
executive officers named in the Summary Compensation Table will be included each
year in the disclosures regarding executive compensation as required by the
executive compensation disclosure rules promulgated by the Securities and
Exchange Commission (the "SEC").

After the end of each year, the Committee will review the performance of
the Corporation and plan participants against the established performance goals.
Awards may be paid to Covered Officers only after the Committee has certified in
writing that the return on average shareholders' equity goals have been

29
<PAGE>

met. The Committee may reduce but not increase the amount of an award otherwise
payable to a Covered Officer. The maximum award payable to a participant for any
given year will not exceed $1,000,000.

The following table indicates the dollar amounts that would have been
received by the following persons for 1994 if the Plan, as amended, had been in
effect during 1994.

INCENTIVE COMPENSATION PLAN BENEFITS
<TABLE>
<CAPTION>
Dollar Value
Name and Position ($)(1)
- ------------------------------------------------ --------------
<S> <C>
Frank Wobst
Chairman and Chief Executive Officer $ 504,000
Zuheir Sofia
President, Chief Operating Officer,
and Treasurer $ 294,525
W. Lee Hoskins
Chairman and CEO
The Huntington National Bank $ 294,525
Gerald R. Williams
Executive Vice President and
Chief Financial Officer $ 131,070
Judith D. Fisher
Executive Vice President $ 112,200
All executive officers as a group $ 1,932,120
All directors who are not executive
officers as a group None
All employees, other than executive
officers, as a group $ 4,583,120
</TABLE>
_______________
(1) Benefits paid under the Existing Plan were based on the Corporation's
performance relative to return on beginning shareholders' equity goals;
benefits to be paid under the Plan are based on the Corporation's
performance relative to return on average shareholders' equity goals.

______________

Change in Control. In the event of a Change in Control (as defined in the
-----------------
Plan) or at the direction of the Committee in anticipation of a Change in
Control, the Committee will make pro rata interim incentive compensation awards
based upon the quarterly financial statements of the Corporation for the quarter
ending immediately prior to or coinciding with the Change in Control.

30
<PAGE>

Amendment and Termination. The Plan may be amended or terminated at any
-------------------------
time by the Committee or by the Board of Directors without shareholder approval,
unless such approval is otherwise required to satisfy the applicable provisions
of Section 162(m).

Assuming the shareholders approve the Plan, the Corporation intends to
deduct, as qualified performance-based compensation, the amounts of any awards
paid to Covered Officers, as well as other Plan participants, in determining the
Corporation's federal income tax liability. If the Plan is not approved, no
payments will be made under the Plan. In that event, the Committee intends to
review and reconsider the incentive compensation programs of the Corporation in
light of such vote and the principles described in the Board Compensation
Committee Report on Executive Compensation.

The Corporation believes that its incentive compensation plans have made a
significant contribution to the success of the Corporation in attracting and
retaining key employees. ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE PLAN.

PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP, independent
auditors, as auditors for the Corporation for the year 1995. Although not
required, the Board of Directors is submitting its selection to the shareholders
of the Corporation for ratification. Ernst & Young LLP has served as the
independent auditor for the Corporation since its inception in 1966. The Board
of Directors believes that the reappointment of Ernst & Young LLP for the year
1995 is appropriate because of the firm's reputation, qualifications, and
experience. Representatives of Ernst & Young LLP will be present at the meeting
and will have an opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to appropriate questions. The Board
of Directors will reconsider the appointment of Ernst & Young LLP if its
selection is not ratified by the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.

SHAREHOLDER PROPOSAL

Allen Wolff, D.V.M., Trustee, Brunswick Veterinary Clinics Inc. Profit
Sharing Retirement Plan, who has stated that he is the owner of approximately
600 shares of the Corporation's Common Stock, has notified the Corporation that
he intends to present a proposal for consideration at the Annual Meeting. The
proponent's address will be furnished promptly upon receipt of any oral or
written request.

31
<PAGE>

PROPOSAL AND SUPPORTING STATEMENT OF SHAREHOLDER

"There are a number of things being done in corporate America
that need to be changed. Among them are:
Term restrictions and elimination of stock options and retirement
benefits for outside directors, paying of bonuses based on objective
rather than subjective parameters, elimination of golden parachutes
and payments in lieu of income tax (on excessive bonuses), listing
names and addresses (in the proxy statement) of those who make
stockholder proposals, elimination of self serving proposals and then
using S.E.C. `rules' to harass, confound and keep certain information
from stockholders.

Most shareholder proposals fail because (1) the investors are not
organized and offer no alternatives, (2) management already controls a
large number of votes and then rewards itself with more shares to vote
against such proposals, (3) we are not playing on a level field;
management gets to count unmarked proxies as voting in favor of their
position and then can solicit proxies at the company's expense.

I am particularly dismayed at the statement on proxies that says
(in essence): `Proxies signed, but not specifically marked, will be
voted as management has suggested'

Management says that stockholders clearly understand how their
votes will be counted if they don't put Xs in the boxes; yet many
shareholders don't. How many shareholders even understand what they
are being asked to vote upon? When was the last time, in ANY
corporation, that a shareholder proposal passed or a director proposal
failed?

One need only review the results of voting on shareholder
proposals at the last annual meetings of First Union Real Estate,
Chemical Bank, and Rockerfeller Center Properties to see how THIS
DECEITFUL and UNDEMOCRATIC WAY OF COUNTING VOTES was used. Although
each of these companies honestly revealed the results of the
balloting, they still used the unmarked proxies in defeating
shareholder proposals that might otherwise have passed.

When I go to the polls and figure there is no clear choice among
candidates and leave that space `unmarked', it is not voted in

32
<PAGE>

favor of the incumbent nor the incumbent's party; it is merely a non-
vote.

Last year, a similar proposal was reported to have failed, only
garnering `FOR' votes by about 24.5% of the eligible shares having
been voted, (in itself a remarkedly high vote for a shareholder
proposal), but it was NOT revealed how many of the NAYS were
represented in over 4700 unmarked proxies, counted in favor of
management.

The company used the SEC `rules' in not supplying me with a list
of supporters, yet was not ashamed to nominate a current director for
a different class, with the stipulation that if his election failed,
he would still serve his term. A double standard?

Therefore, be it resolved that in future proxies of this company,
there will be no discretionary power of voting by the named proxy-
holder on any issue where no direction has been given, including any
issue `WHICH MAY PROPERLY COME UP AT THE MEETING', with all voting
reported in detail."

STATEMENT OF BOARD OF DIRECTORS IN OPPOSITION

FOR THE REASONS DISCUSSED BELOW, THE BOARD OF DIRECTORS BELIEVES THAT
THIS PROPOSAL IS NOT IN THE BEST INTERESTS OF THE CORPORATION AND ITS
SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THIS PROPOSAL.

The Corporation's management and the Board of Directors believe that the
foregoing proposal and statement are misleading. The shareholder begins his
statement with an expression of frustration with "corporate America" in general
and most of the shareholder's concerns which follow thereafter do not relate to
the Corporation.

The shareholder proposes that the Corporation solicit shareholder votes
with a form of proxy card which is different from the form it has historically
used. The Corporation's current proxy card is permitted by the SEC and followed
by the vast majority of other large, publicly-held corporations. This format
provides the Corporation's shareholders with the ability to have their shares
counted in the vote on a particular matter either by (i) specifying a vote for
or against or abstaining from voting on the matter by marking a specific box on
the proxy card, or (ii) signing and returning the proxy card without marking a
specific box, in which case the shares are voted as indicated in bold-face type
on the proxy card. These procedures are described further in the proxy
statement. The Corporation believes that its current procedures for the voting
and tabulation of proxies work well and are consistent with those of other
large, publicly-held corporations.

33
<PAGE>

The proposal appears to reflect the implicit assumption that shareholders
are inadvertently returning executed but unmarked proxy cards, unaware of how
they will be voted, or that some shareholders seek to abstain on some or all
votes by leaving the proxy card unmarked. The Corporation does not share that
assumption. Each of the Corporation's proxy cards indicates in bold face type
the manner in which it will be voted if no other direction is made. For
example, the proxy card for the 1995 Annual Meeting of Shareholders states "IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR
---
NOMINEES NAMED HEREIN, FOR THE APPROVAL OF THE INCENTIVE COMPENSATION PLAN, FOR
--- ---
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP, AND AGAINST THE
-------
SHAREHOLDER PROPOSAL." That information is also contained on page one of this
Proxy Statement. Thus, the Corporation believes that the shareholders who take
advantage of this shorthand method do so with full knowledge of how their shares
will be voted.

The proposal, if adopted, would require that executed proxy cards which are
returned without a specific mark in the "for", "against", or "abstain" boxes
would be treated as abstentions. Shareholders accustomed to the procedures
followed by all other public companies of which the Corporation is aware may be
inadvertently disenfranchised by signing and returning a proxy card without
specifically marking a box on a particular matter thinking that they are
supporting a recommendation made by their board of directors. The Corporation
has no cost effective means for communicating with shareholders to determine
whether, in each instance, a shareholder who did not mark a box on each matter
actually intended to abstain from voting. To the extent that current procedures
facilitate the execution and return of proxy cards, the Corporation believes
that the current procedures result in a higher shareholder response than could
be expected if shareholders were required to complete each item on the proxy
card. This, in turn, may help to minimize the time and expense that are incurred
in connection with the solicitation of proxies.

The Corporation is aware of no persuasive reason to adopt the proposal.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST
THE SHAREHOLDER PROPOSAL.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors and persons who are beneficial owners of more
than ten percent of the Corporation's Common Stock ("reporting person") to file
reports of ownership and changes in ownership with the SEC. Reporting persons
are required by SEC regulations to furnish the Corporation with copies of all
Section 16(a) forms filed by them.

Based on its review of the copies of Section 16(a) forms received by it,
and on written representations from reporting persons concerning the necessity
of filing a Form 5-Annual Statement of Changes in Beneficial Ownership, the
Corporation believes that, during 1994, all filing requirements applicable to
reporting persons were met.

34
<PAGE>

PROPOSALS BY SHAREHOLDERS FOR 1996 ANNUAL MEETING

If any shareholder of the Corporation wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Corporation to be held in 1996, the proposal must be received by the
Secretary of the Corporation at the principal executive offices of the
Corporation, Huntington Center, 41 South High Street, Columbus, Ohio 43287,
prior to the close of business on November 7, 1995. In addition, the
Corporation's Bylaws establish advance notice procedures as to (1) business to
be brought before an annual meeting of shareholders other than by or at the
direction of the Board of Directors, and (2) the nomination, other than by or at
the direction of the Board of Directors, of candidates for election as
directors. Any shareholder who wishes to submit a proposal to be acted upon at
next year's annual meeting or who wishes to nominate a candidate for election as
a director should obtain a copy of these Bylaw provisions and may do so by
written request addressed to the Secretary of the Corporation at the principal
executive offices of the Corporation.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no other
business that will come before the meeting. Should any other matter requiring a
vote of the shareholders arise, 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 best
judgment.

The Corporation's 1994 Annual Report, including financial statements, was
furnished to shareholders prior to or concurrently with the mailing of this
proxy material. THE CORPORATION'S FORM 10-K FOR 1994 AND EXTRA COPIES OF THE
1994 ANNUAL REPORT WILL BE FURNISHED, WITHOUT CHARGE, TO SHAREHOLDERS OF THE
CORPORATION UPON WRITTEN REQUEST TO THE DIRECTOR OF INVESTOR RELATIONS,
HUNTINGTON BANCSHARES INCORPORATED, HUNTINGTON CENTER, COLUMBUS, OHIO 43287.

If you are an employee of the Corporation or its affiliated corporations
and are receiving this Proxy Statement as a result of your participation in the
Huntington Stock Purchase and Tax Savings Plan, a proxy card has not been
included. Instead, an instruction card, similar to a proxy card, has been
provided so that you may instruct the trustee how to vote your shares held under
this plan.

35
<PAGE>

COMMON STOCK
PROXY - HUNTINGTON BANCSHARES INCORPORATED
The undersigned shareholder of Huntington Bancshares Incorporated hereby
appoints Thomas E. Cavendish, Jon M. Anderson, and Michael T. Radcliffe, or any
one or more of them, as attorneys and proxies with full power of substitution to
vote all of the Common Stock of Huntington Bancshares Incorporated which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
Huntington Bancshares Incorporated to be held in the Capitol Square Banking
Lobby of The Huntington National Bank, 17 South High Street, Columbus, Ohio, on
Thursday, April 27, 1995, and at any adjournment or adjournments thereof as
follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3.
---
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to all nominees listed below
the contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Don Conrad George A. Skestos Lewis R. Smoot, Sr. Frank Wobst

2. Approval of the Huntington Bancshares Incorporated Incentive Compensation
Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Ratification of the appointment of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 4.
-------
4. Approval of the shareholder proposal.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

Date:_______________________________________,1995

__________________________________________________
(Signature)

Please date and sign your name as it appears
hereon. When signing as attorney, executor,
administrator or guardian, please give full title.
All joint owners must sign.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<PAGE>

HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN
INSTRUCTIONS TO TRUSTEE FOR VOTING
The undersigned participant in the Huntington Stock Purchase and Tax
Savings Plan ("Plan") hereby instructs The Huntington Trust Company, National
Association, Trustee, under the Plan, to appoint Thomas E. Cavendish, Jon M.
Anderson, and Michael T. Radcliffe, or any one or more of them, as attorneys and
proxies with full power of substitution to vote all of the Common Stock of
Huntington Bancshares Incorporated (the "Corporation") which the undersigned is
entitled to vote pursuant to paragraph 10.02 of the Plan at the Annual Meeting
of Shareholders of Huntington Bancshares Incorporated to be held in the Capitol
Square Banking Lobby of The Huntington National Bank, 17 South High Street,
Columbus, Ohio, on Thursday, April 27, 1995, and at any adjournment or
adjournments thereof as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3.
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to all nominees listed below
the contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Don Conrad George A. Skestos Lewis R. Smoot, Sr. Frank Wobst

2. Approval of the Huntington Bancshares Incorporated Incentive
Compensation Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Ratification of the appointment of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 4.
-------
4. Approval of the shareholder proposal.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. In their discretion to vote upon such other matters as may properly
come before the meeting.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
---
DIRECTOR NOMINEES NAMED HEREIN, FOR THE APPROVAL OF THE INCENTIVE COMPENSATION
---
PLAN, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP, AND AGAINST
--- -------
THE SHAREHOLDER PROPOSAL.
With respect to shares of Common Stock held for the account of the
undersigned under the Plan, the undersigned hereby instructs the Trustee to sign
and forward the proxy being solicited by the Board of Directors of the
Corporation to vote as herein directed.
Please sign and date below and return in the enclosed envelope.

_________________________________________________
(Signature)

Date:_______________________________________,1995