<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
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:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
RALPH K. FRASIER
General Counsel and Secretary
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
The Thirtieth 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 25,
1996, at 5:00 p.m. local Columbus, Ohio time, for the following purposes:
(1) To elect four directors to serve as Class III Directors until the 1999
Annual Meeting of Shareholders and until their successors are elected.
(2) To consider and act upon a proposal to amend the Corporation's Charter
to increase the authorized Common Stock of the Corporation from
200,000,000 shares to 300,000,000 shares.
(3) To consider and act upon a proposal to approve the Amended Huntington
Bancshares Incorporated Long-Term Incentive Compensation Plan.
(4) To ratify the appointment of Ernst & Young LLP, independent public
accountants, to serve as auditors for the Corporation for the year
1996.
(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,
Ralph K. Frasier
February 22, 1996
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
<PAGE> 3
[This Page Intentionally Left Blank]
<PAGE> 4
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
____________________________
PROXY STATEMENT
____________________________
ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1996
______________________
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 25, 1996, 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 February 22, 1996.
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 amendment to the Corporation's Charter, FOR the
approval of the amended Huntington Bancshares Incorporated Long-Term Incentive
Compensation Plan, and FOR the ratification of Ernst & Young LLP's appointment
as independent auditors, 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 reasonable 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 $4,000.00 plus expenses.
Holders of record of Common Stock at the close of business on February
12, 1996, will be entitled to vote. At that date, the Corporation had
___________ 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> 5
A majority of the outstanding shares of the Corporation will
constitute a quorum at the meeting. Under the law of Maryland, the
Corporation's state of incorporation, abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum.
Broker non-votes occur when brokers, who hold their customers' shares in street
name, sign and submit proxies for such shares on some matters, but not others.
Typically, this would occur when brokers have not received any instructions
from their customers, in which case the brokers, as the holders of record, are
permitted to vote on "routine" matters, which typically include the election of
directors and ratification of independent public accountants, but not on
non-routine matters.
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. The
proposed amendment of the Charter requires the favorable vote of two-thirds of
all the votes entitled to be cast by the holders of Common Stock. 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. Broker non-votes and abstentions are not counted as votes cast at
the meeting; thus broker non-votes and abstentions will have the same effect as
votes cast against the proposed amendment to the Corporation's Charter, but
otherwise 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 1996 Annual Meeting
of Shareholders to serve as Class III Directors. The nominees for Class III
Directors, if elected, will each serve a three-year term expiring at the 1999
Annual Meeting of Shareholders and until their successors are elected.
Don M. Casto III, Wm. J. Lhota, and Timothy P. Smucker are currently
Class III Directors of the Corporation and were elected at the 1993 Annual
Meeting of Shareholders to serve three-year terms expiring in 1996. Messrs.
Casto, Lhota, and Smucker are being nominated by the Board of Directors for
reelection as Class III Directors. Gerald E. Mayo, who is also a Class III
Director elected at the 1993 Annual Meeting, has chosen not to stand for
reelection, and hence is not a nominee. Patricia T. Hayot, Head of Columbus
School for Girls, is being nominated by the Board of Directors for election as
a Class III Director. Dr. Hayot currently serves as a director of The
Huntington National Bank and The Huntington Trust Company, National
Association.
It is intended that, unless otherwise directed, the shares represented
by the enclosed proxy will be voted FOR the election of Messrs. Casto, Lhota,
and Smucker and Dr. Hayot as Class III 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
2
<PAGE> 6
The following tables set forth certain information concerning each
nominee and each continuing director of the Corporation.
CLASS III DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 1999)
<TABLE>
<CAPTION>
Directorships held in any company
with a class of securities
registered pursuant to Sections 12
Name and Principal Director or 15(d) of the Securities
Occupation(1) Age Since Exchange Act of 1934
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DON M. CASTO III
Principal, Don M. Casto Organization, 51 1985
real estate developers
PATRICIA T. HAYOT
Head of Columbus School for Girls 50
WM. J. LHOTA
Executive Vice President, American 56 1990 AEP Generating Company,
Electric Power, an investor owned Appalachian Power Company,
electric utility system serving Blackhawk Coal Company,
customers in parts of Indiana, Columbus Southern Power Company,
Kentucky, Michigan, Ohio, Indiana Michigan Power Company,
Tennessee, Virginia and Kentucky Power Company, Ohio Power
West Virginia Company, State Auto Financial
Corporation
TIMOTHY P. SMUCKER
Chairman, The J. M. Smucker Company, 51 1978 The J. M. Smucker Company, Kellogg
manufacturer of jams, jellies, Company
preserves, and ice cream toppings
</TABLE>
3
<PAGE> 7
CLASS I DIRECTORS
(TERMS EXPIRE IN 1997)
<TABLE>
<CAPTION>
Directorships held in any company
with a class of securities
registered
pursuant to Sections 12 or 15(d)
Name and Principal Director of the
Occupation(1) Age Since Securities Exchange Act of 1934
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JOHN B. GERLACH
Chairman and Chief Executive Officer, 69 1984 Lancaster Colony Corporation,
Lancaster Colony Corporation, Drug Emporium, Inc.,
manufacturer and marketer of consumer M/I Schottenstein Homes, Inc.,
goods Scioto Downs, Inc.,
Worthington Foods, Inc.
W. LEE HOSKINS
Vice Chairman of the Corporation; 55 1991
Chairman, President, and Chief
Executive Officer, The Huntington
National Bank
ZUHEIR SOFIA
President, Chief Operating Officer, 51 1984
and Treasurer of the Corporation
WILLIAM J. WILLIAMS
Retired Chairman, The Huntington 67 1985 Centerior Energy Corporation,
National Bank Republic Engineered Steels, Inc.,
UNR Industries, Inc.
</TABLE>
4
<PAGE> 8
CLASS II DIRECTORS
(TERMS EXPIRE IN 1998)
<TABLE>
<CAPTION>
Directorships held in any company
with a class of securities
registered pursuant to Sections
Name and Principal Director 12 or 15(d) of the
Occupation(1) Age Since Securities Exchange Act of 1934
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DON CONRAD
Chairman and Chief Executive Officer, 67 1989
WACO Oil Co., Inc., retail
gasoline/convenience stores, car
washes, and self storage warehouses
GEORGE A. SKESTOS
Retired Chairman, Homewood 68 1995
Corporation, residential
construction and development
LEWIS R. SMOOT, SR.
President and Chief Executive 62 1995 M/I Schottenstein Homes, Inc.
Officer, The Smoot Corporation,
general construction and construction
management
FRANK WOBST
Chairman and Chief Executive 62 1974
Officer of the Corporation; Chairman
of the Executive Committee of The
Huntington National Bank; Chairman,
The Huntington Trust Company,
National Association
- ----------------
</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. Mr. Conrad also serves as Chairman of Huntington Bancshares
Kentucky, Inc., the principal subsidiary of which was merged into The
Huntington National Bank effective October 30, 1995. 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 The Huntington
Trust Company of Florida, National Association.
5
<PAGE> 9
- -------------------
The Board of Directors of the Corporation held a total of seven regular
and special meetings during 1995. 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, Smoot and Casto,
Chairman. The Audit Committee met three times during 1995 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,
Skestos, Smucker, and Gerlach, Chairman. This committee met four times during
1995 and reviews benefits and executive compensation, including incentive
compensation, and grants stock options. The Executive Committee is composed of
Messrs. Casto, Gerlach, Smucker, and Wobst, Chairman. This committee met twice
during 1995 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, Skestos, and Smucker, Chairman. The Pension Review Committee
met twice during 1995 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-employee director of the Corporation receives $1,250 for each
Board or committee meeting of the Corporation the director attends. In
addition, each non-employee director of the Corporation receives retainer
payments at an annual rate of $20,000. Non-employee 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 1995, 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 the trustee deems 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
6
<PAGE> 10
than ten years, as elected by each director. Such distribution will commence
upon the earlier of 30 days after the attainment of an age specified by the
director at the time the deferral election was made, or within 30 days of the
director's termination as a director. All of the assets of the Directors' Plan
are subject to the claims of the creditors of 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 employees 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 for 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> 11
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, 1995.
<TABLE>
<CAPTION>
Shares of Common
Name of Beneficial Owner Stock Owned(1) Percent of Class
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Don M. Casto III..................... 120,790 (2)(4) .09%
Don Conrad........................... 741,888 (2)(4) .56
Judith D. Fisher..................... 59,764 (2)(3) .04
John B. Gerlach...................... 1,108,603 (2) .83
Patricia T. Hayot.................... 20,022 (4) .02
W. Lee Hoskins....................... 210,511 (3) .16
Wm. J. Lhota......................... 25,026 (2)(4) .02
Gerald E. Mayo....................... 52,977 (2)(4) .04
George A. Skestos.................... 10,851 (2)(4) .01
Lewis R. Smoot, Sr................... 42,639 (2)(4) .03
Timothy P. Smucker................... 44,360 (2)(4) .03
Zuheir Sofia......................... 550,791 (2)(3) .41
Gerald R. Williams................... 120,608 (3) .09
William J. Williams.................. 90,417 (2)(3) .07
Frank Wobst.......................... 1,231,074 (2)(3) .92
Directors and Executive
Officers as a
Group............................... 4,740,475 (2)(3)(4) 3.53
(20 in group)
- ----------------
</TABLE>
8
<PAGE> 12
(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares
reported.
(2) Includes 1,681; 117,091; 1,092; 197,000; 1,545; 2,100; 2,124; 2,263;
18,372; 801; and 41,882; shares of Common Stock owned by members of
the immediate families of Messrs. Casto, Conrad, Ms. Fisher, Messrs.
Gerlach, Mayo, Skestos, Smoot, Smucker, Sofia, W. Williams, and Wobst
respectively; 10,419 shares of Common Stock owned jointly by Mr. Lhota
and his spouse; 232,606 shares of Common Stock owned by the Gerlach
Foundation Inc., of which Mr. Gerlach is trustee; 21,748 shares of
Common Stock owned by Lehrs, Inc., of which Mr. Gerlach is a director
and officer; 6,747 shares of Common Stock owned by the WACO Oil Co.,
Inc. Pension Plan, of which Mr. Conrad is an administrator; 14,437
shares of Common Stock owned by The Smoot Corporation, of which Mr.
Smoot is an officer, and 498,717 shares of Common Stock reported as
owned by individuals included in directors and executive officers as a
group, as to which the respective directors and executive officers
have disclaimed beneficial ownership.
(3) Includes 12,624 shares for Ms. Fisher, 169,796 shares for Mr.
Hoskins, 178,914 shares for Mr. Sofia, 68,680 shares for Mr. G.
Williams, 7,216 shares for Mr. W. Williams, 510,228 shares for Mr.
Wobst, and 1,080,737 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, 1995. Also includes 1,433
shares for Ms. Fisher, 7,517 shares for Mr. Hoskins, 18,034 shares for
Mr. Sofia, 4,838 shares for Mr. G. Williams, 37,985 shares for Mr.
Wobst, and 70,459 shares of Common Stock for all executive officers as
a group, held in the Supplemental Stock Purchase Plan. Prior to the
distribution of shares of Common Stock from the Supplemental Stock
Purchase Plan to the participants, voting and dispositive power for
the shares allocated to the accounts of participants is held by The
Huntington Trust Company, National Association, as trustee of the
plan.
(4) Includes 34,832 shares for Mr. Casto, 20,900 shares for Mr. Conrad,
19,658 shares for Dr. Hayot, 14,312 shares for Mr. Lhota, 26,342
shares for Mr. Mayo, 3,501 shares for Mr. Skestos, 24,798 shares for
Mr. Smoot, and 36,255 shares of Common Stock for Mr. Smucker held in
the Deferred Compensation Plans for Directors. Prior to the
distribution of shares of Common Stock from the Deferred Compensation
Plans for Directors to the participants, voting and dispositive power
for the shares allocated to the accounts of participants is held by
The Huntington National Bank as trustee of the plans.
________________
9
<PAGE> 13
As of December 31, 1995, 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, 13,722,785 (1) 10.27%
National Association
Huntington Center
41 South High Street
Columbus, Ohio 43287
</TABLE>
(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 1,295,060 of these shares, shared power to dispose of
1,806,357 of these shares, sole power to vote 3,836,411 of these
shares, and shared power to vote 9,440,799 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 beneficially owned, in the
aggregate, approximately __,___,___ shares, or __.__%, of the Common Stock of
the Corporation outstanding on December 31, 1995.
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, 1995.
10
<PAGE> 14
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
---------------------------- ------ -------
Other
Annual Securities All Other
Compen- Underlying LTIP Compen-
Name and Principal Salary Bonus sation Options Payouts sation
Position Year ($)(1) ($) ($)(2) (#)(3) ($)(4) ($)(5)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FRANK WOBST
Chairman and Chief 1995 807,950 399,935 67,065 131,249 -0- 36,358
Executive Officer 1994 800,000 564,000 83,384 131,250 400,009 36,000
1993 760,000 646,000 59,144 115,497 -0- 34,200
ZUHEIR SOFIA
President, Chief 1995 474,200 234,729 (2) 52,499 -0- 21,339
Operating Officer, 1994 467,500 329,588 (2) 65,625 233,764 21,037
and Treasurer 1993 445,000 378,250 (2) 64,966 -0- 20,025
W. LEE HOSKINS
Chairman and CEO, 1995 474,200 234,729 (2) 65,624 -0- 21,339
The Huntington 1994 467,500 329,588 (2) 65,625 233,759 21,037
National Bank 1993 445,000 378,250 (2) 54,137 -0- 20,025
GERALD R. WILLIAMS
Executive Vice 1995 265,975 125,631 (2) 15,749 -0- 11,969
President and Chief 1994 254,000 131,070 (2) 19,687 128,509 11,430
Financial Officer 1993 245,000 195,755 (2) 15,878 -0- 11,025
JUDITH D. FISHER
Executive Vice 1995 229,483 107,554 (2) 7,874 -0- 10,327
President 1994 220,000 112,200 (2) 26,250 110,011 9,900
1993 192,500 192,610 (2) 28,872 -0- 8,663
</TABLE>
11
<PAGE> 15
________________
(1) Includes amounts deferred pursuant to the Corporation's Employee
Stock Purchase and Supplemental Stock Purchase Plans.
(2) During 1995, 1994, and 1993, Mr. Wobst received other annual
compensation, including executive life insurance premiums in the
amounts of $46,883, $44,204, and $44,352, respectively. Other annual
compensation 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 cycle ended 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.
(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 1995, $6,750 was
contributed for each of Messrs. Wobst, Sofia, Hoskins, and Williams
and Ms. Fisher under the Employee Stock Purchase Plan and $29,607,
$14,589, $14,589, $5,219, and $3,577 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. 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
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<PAGE> 16
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 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
13
<PAGE> 17
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 Exercise Present
Granted to Employees in Price Expiration Value
Name (#)(1) Fiscal Year ($/sh)(2) Date ($)(3)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank Wobst 131,249 18.8% $17.86 5/17/05 $543,833
Zuheir Sofia 52,499 7.5 17.86 5/17/05 217,531
W. Lee Hoskins 65,624 9.4 17.86 5/17/05 271,914
Gerald R. Williams 15,749 2.3 17.86 5/17/05 65,256
Judith D. Fisher 7,874 1.1 17.86 5/17/05 32,626
</TABLE>
_______________
(1) Figures reflect effect of a five percent stock dividend paid July 31,
1995. The options granted to each named executive officer become
exercisable in equal increments on each of the first four
anniversaries of the May 17, 1995 date of grant. Options not
yet exercised are canceled 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
14
<PAGE> 18
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 percent stock dividend paid July 31, 1995.
(3) The dollar amounts in this column are the result of calculations made
using the Black-Scholes model, a theoretical method for estimating
the present value of stock options based on complex assumptions about
the stock's price volatility and dividend rate as well as interest
rates. Because of the unpredictable assumptions required, the
Black-Scholes model, or any other valuation model, is incapable of
accurately predicting 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 22%, 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
1995, which was 4.37%. 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 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 1995 to the
named executive officers was $1,131,160, representing approximately
.045% of the value, on the date of grant, of all shares of the
Corporation outstanding at the date of grant.
__________________
15
<PAGE> 19
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised Options In-the-Money(3)
at Fiscal Options at Fiscal
Year-End Year-End ($)
(#)(2)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#)(1) Realized ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frank Wobst 7,718 87,677 510,228/ 6,125,705/
229,685 1,213,464
Zuheir Sofia 20,107 196,448 178,914/ 1,878,222/
101,717 527,745
W. Lee Hoskins -0- -0- 169,796/ 1,665,246/
114,842 606,729
Gerald R. Williams 15,878 119,188 68,680/ 990,956/
30,514 158,317
Judith D. Fisher 43,408 350,758 12,624/ 72,980/
27,560 132,105
_______________
<FN>
(1) The actual number of shares received may be less than indicated in
the event the optionholder elected to have shares withheld for the
payment of the exercise price or withholding tax liability.
(2) Adjusted for stock splits and stock dividends paid after the date of
grant.
(3) An option is in-the-money if the fair market value of the underlying
Common Stock exceeds the exercise price of the option.
_______________
</FN>
</TABLE>
16
<PAGE> 20
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
Remuneration 15 20 25 30 35
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$200,000 $115,060 $115,060 $115,060 $115,060 $115,060
225,000 131,310 131,310 131,310 131,310 131,310
250,000 147,560 147,560 147,560 147,560 147,560
400,000 245,060 245,060 245,060 245,060 245,060
450,000 277,560 277,560 277,560 277,560 277,560
500,000 310,060 310,060 310,060 310,060 310,060
750,000 472,560 472,560 472,560 472,560 472,560
925,000 586,310 586,310 586,310 586,310 586,310
950,000 602,560 602,560 602,560 602,560 602,560
975,000 618,810 618,810 618,810 618,810 618,810
</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).
Only those executive officers selected by the Compensation and Stock
Option Committee may participate in the SERP. 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 benefits 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
17
<PAGE> 21
same for an executive officer with fifteen years of 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.
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 1995, this
limit was $150,000. Code Section 415 limits the annual benefit amount that a
participant may receive under the Retirement Plan. For 1995 this amount was
$120,000. 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 1995 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 21.5 for Mr.
Wobst, 24.33 for Mr. Sofia, 4.17 for Mr. Hoskins, 6.75 for Mr. Williams, and
8.33 for Ms. Fisher. Messrs. Hoskins and Williams and Ms. Fisher did not
participate in the SERP in 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee is composed of Don
Conrad, John B. Gerlach, George A. Skestos, and Timothy P. Smucker. None of
the members are or have ever been officers of the Corporation or its
subsidiaries except that Mr. Conrad has served as Chairman of the Board of
Directors of Huntington Bancshares Kentucky, Inc. since __________.
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.
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, which consists entirely of non-employee directors, met four
times in 1995 to review and approve executive compensation matters.
18
<PAGE> 22
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 reward 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 Committee reviews data
representing pay practices of the 25th to 75th percentiles of the competitive
market in terms of compensation, 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 index
published by Keefe, Bruyette & Woods, Inc. and known as the KBW 50 Total Return
Index 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).
19
<PAGE> 23
Typically, executive officers are reviewed for supplemental increases
in their base salary on a 15 month cycle. Although Mr. Wobst's normal 15 month
salary review was scheduled for January 1995, no performance based salary
increase was given to Mr. Wobst in 1995, based on his recommendation to the
Committee, to reinforce the Corporation's commitment to continued efforts
towards reducing non-interest expense. However, the Committee did approve a
one-time salary increase of less than 1 percent in lieu of certain benefits
included in Mr. Wobst's Existing Contract.
ANNUAL CASH INCENTIVE AWARDS
Under the Corporation's Incentive Compensation Plan in effect for
1995, 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 1995
based upon his level of responsibility and (ii) the Corporation's performance
as measured by return on average shareholders' equity ("ROAE") relative to a
range of ROAE targets established by the Committee in February of 1995. The
higher the ROAE target, the larger the percentage of base salary is applied for
this purpose.
For 1995 shareholders approved several changes in the plan, including
a change of performance measure from return on beginning equity ("ROBE") to
ROAE. New ROAE performance targets were established, although the range of
incentive opportunity as a percentage of base salary did not change. ROAE
targets that were set for 1995 had no predetermined relationship to the ROBE
targets set for the previous year. In establishing the targets, consideration
was given to internal corporate performance goals and the Corporation's
assessment of its economic environment and industry trends.
Awards for those executive officers whose compensation in 1995 was
anticipated to be effected by Section 162(m) of the Internal Revenue Code were
based solely on the Corporation's performance relative to ROAE goals (see "Tax
Deductibility of Executive Compensation"). The remaining executive officers'
awards were weighted for the following factors: corporate performance,
business unit performance, and individual performance. The portions of an
executive's award tied to business unit performance and individual performance
were or could have been adjusted as recommended by the managing executive's
subjective evaluation. Awards were assigned weights of 20% for corporate
performance, 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 ROAE target level of 13%.
The Committee certified that ROAE goals had been met and approved all awards.
Based on the Corporation's ROAE performance in 1995, Mr. Wobst's award was
$399,935.
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.
20
<PAGE> 24
The Long-Term Incentive Compensation Plan measures the Corporation's
performance over three-year cycles with a new cycle beginning every other year.
One cycle began on January 1, 1994 and will end on December 31, 1996 (the "1994
Cycle"). The next cycle began on January 1, 1996 and will end on December 31,
1998. A cycle did not begin or end in 1995; therefore, no awards were paid
under this Plan for 1995. However, each of the named executive officers was
previously selected by the Committee to participate in the 1994 Cycle.
This Plan has been amended for cycles beginning on and after January
1, 1996, and shareholders will be asked to approve the amended plan at this
Annual Meeting. Accordingly, the following description of awards that may be
payable to executive officers at the end of 1996 for performance during the
1994 Cycle refers to awards determined pursuant to the Long-Term Incentive
Compensation Plan approved by shareholders in 1992. For a description of the
material terms of the amended plan, see "Proposal to Amend the Long-Term
Incentive Compensation Plan," below.
For the 1994 Cycle, awards under the Long-Term Incentive Compensation
Plan are based on a comparison of the Corporation's three-year average ROBE to
the three-year average ROBEs of a peer group. The Committee approved the peer
group and the eligible participants for the 1994 Cycle. The peer group for the
1994 Cycle was based on the fifty 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 end of the nearest available financial reporting period
immediately preceding the commencement of the cycle. The peer group will remain
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).
Currently, the peer group for the 1994 Cycle consists of 40 banking
organizations of which 36 are included in the KBW 50 Total Return Index.
Members of the peer group will be ranked according to their ROBEs and
the ranked list will be divided into quarters. A specific percentage of an
executive officer's base salary at the end of the cycle will be 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 the 1994 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.
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 or her business unit since the last
grant, and industry comparisons. No specific weight is attached to these
factors.
21
<PAGE> 25
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 1995 options. Two of the surveys provided
industry comparisons for financial organizations of generally comparable asset
size, the first of which represented data from 83 financial institutions while
the second represented 61 banking organizations. Additional comparisons were
provided by a general industry survey representing 428 companies, of which 53
were financial organizations. The proxy statement data represented stock
option practices of 38 of the 40 members of the peer group used for the 1994
cycle of the Long-Term Incentive Compensation Plan. 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 recent 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 1995.
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 1995 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). Since the stock options are granted at market
price, the value of the stock options is entirely dependent upon the growth
in the Corporation's stock price.
For 1995, the Committee awarded stock options to 227 employees in a
total amount equal to .51% of the Corporation's average shares of Common Stock
outstanding for the year. Mr. Wobst received 18.8% of all option shares
granted, or 131,249 shares as adjusted for a five percent stock dividend paid
in July 1995. The option shares granted to the named executive officers had a
value at grant, adjusted for the stock dividend paid in July 1995, of $17.86
per share. Additional detail on executive grants is provided in the table
above entitled "Option Grants in Last Fiscal Year."
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Internal Revenue Code Section 162(m) no longer permits the
Corporation to deduct certain non-performance-based compensation in excess of
$1,000,000 per taxable year paid to each of the Chief Executive Officer and
the four most highly compensated executives required to be named in the Annual
Proxy Statement ("Covered Employees"). The Corporation may continue to deduct
compensation paid to its Covered Employees in excess of $1,000,000 if the
payment of such compensation qualifies for an exception, including an exception
for certain performance-based compensation.
The Corporation's shareholders previously approved the 1994 Stock
Option Plan and amendments to the Incentive Compensation Plan in order for
awards under such plans to be eligible for continued tax deductibility. The
Corporation is currently seeking approval for the Amended Long-Term Incentive
22
<PAGE> 26
Compensation Plan, effective in 1996. If shareholder approval is obtained, the
Corporation believes that awards under this plan will continue to be tax
deductible.
The Committee believes that Section 162(m) should not cause the
Corporation to be denied a deduction for 1995 compensation paid to the Covered
Employees. The Committee will continue to work to structure components of its
executive compensation package to achieve maximum deductibility under Section
162(m) while at the same time considering the goals of its executive
compensation philosophy.
COMPENSATION AND STOCK OPTION COMMITTEE
John B. Gerlach, Chairman
Don Conrad
George A. Skestos
Timothy P. Smucker
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<PAGE> 27
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, 1990, through December 31, 1995. An
investment of $100 on December 31, 1990, and the reinvestment of all dividends
are assumed.
<TABLE>
<CAPTION>
For the period ending December 31,
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
S & P 500 $100 $130 $140 $155 $157 $215
HBI 100 190 287 339 321 488
KBW 50 100 158 202 213 202 324
_________________
<FN>
(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.
_________________
</TABLE>
24
<PAGE> 28
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.
JUDITH D. FISHER, age 50, 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 57, 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 38, 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. Mr. Geier joined The
Huntington National Bank in March 1984 and served in various other capacities
prior to November 1989.
DIETER E. HEREN, age 54, 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 55, 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.
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<PAGE> 29
WILLIAM M. RANDLE, age 56, 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.
RONALD J. SEIFFERT, age 39, has served as Executive Vice President
and Executive Director of Commercial Services for the Corporation since January
17, 1996. Prior thereto, Mr. Seiffert served as Executive Vice President and
Group Manager of the Commercial Banking Group for the Northern Region of The
Huntington National Bank from February 1994. Mr. Seiffert joined the Bank in
1979 and served in various other capacities prior to February 1994.
ZUHEIR SOFIA, age 51, 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, 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 Corporation in
September 1971 until December 1976, Mr. Sofia served the Corporation in various
other capacities.
JOHN D. VAN FLEET, age 41, 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 62, 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.
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<PAGE> 30
PROPOSAL TO AMEND THE CORPORATION'S CHARTER
The Corporation is presently authorized to issue 206,617,808 shares
of capital stock, of which 200,000,000 shares are Common Stock and 6,617,808
shares are Serial Preferred Stock. In 1990, 1,000,000 shares of the Serial
Preferred Stock were designated "Series A Junior Participating Preferred Stock"
and were reserved for issuance pursuant to a Rights Agreement dated February
22, 1990 and amended on August 16, 1995 (the "Rights Agreement") between the
Corporation and The Huntington Trust Company, National Association. The Board
of Directors has adopted resolutions approving and recommending that the
shareholders adopt an amendment to Article FIFTH of the Corporation's Charter,
the full text of which is attached to this Proxy Statement as Exhibit A. The
amendment, if adopted by the shareholders, would amend the Corporation's
Charter to increase the authorized Common Stock from 200,000,000 shares to
300,000,000 shares.
As of January 31, 1996, 137,192,253 shares of Common Stock were
issued and outstanding. In addition, the Corporation has reserved a certain
number of shares of Common Stock for issuance in connection with the
Corporation's employee benefit plans and dividend reinvestment plan. As of
December 31, 1995, an aggregate of approximately 26.3 million shares of Common
Stock have been reserved by the Corporation for these purposes. The authorized
Common Stock was increased to 200,000,000 shares at the 1993 Annual Meeting and
there remain approximately 36.5 million shares of Common Stock authorized but
unissued and unreserved.
All shares of Common Stock, including those currently authorized and
those which would be authorized by the proposed amendment to Article FIFTH, are
equal in rank and have the same voting, dividend, and liquidation rights.
There are no preemptive rights associated with these share and the shares are
subject to all of the terms of the Serial Preferred Stock.
The Board of Directors believes that the proposed increase in the
number of authorized shares of Common Stock is desirable so that sufficient
shares of Common Stock will be available for issuance from time to time,
without further action or authorization by the shareholders (except as may be
required in a specific case by law), for corporate needs such as equity
financing, retirement of outstanding indebtedness, stock splits and stock
dividends, employee benefit plans, dividend reinvestment plans, or other
corporate purposes deemed to be in the best interests of the Corporation and
its shareholders.
The increase in the number of authorized shares of Common Stock also
will give the Corporation greater flexibility in responding quickly to
advantageous business opportunities. While the Corporation at the present time
has no written agreements, understandings, or arrangements with respect to any
acquisition, it continues to explore opportunities to acquire banks and nonbank
companies as permitted by the Bank Holding Company Act of 1956, as amended.
Since acquisitions may be made by an exchange of stock, increases in the total
number of authorized shares of Common Stock will enable the Corporation to
better meet its future business needs. Due to the number of remaining
authorized but unissued or unreserved shares, the Corporation's ability to use
its securities for these purposes could be limited under the present Article
FIFTH.
The amendment may have the effect of deterring or rendering more
difficult attempts by third parties to obtain control of the Corporation if
such attempts are not approved by the Board of Directors. The Board
27
<PAGE> 31
of Directors is not aware of any current efforts to obtain control of the
Corporation. The availability of authorized and unissued Common Stock, in
addition to the Corporation's Serial Preferred Stock, could enhance the Board
of Directors' ability to negotiate for better terms on behalf of the
Corporation's shareholders. On the other hand, the authorized and unissued
shares could be used to discourage a tender offer or prevent a change in
control of the Corporation. Such shares could, for example, be privately
placed (subject to the requirements of the Bank Holding Company Act of 1956, as
amended, and the Change in Bank Control Act of 1978) with purchasers who are
known to favor the election of current directors or who are committed to oppose
a transaction which could result in a change in directors of the Corporation.
The Corporation is already afforded some protection against acquisition
attempts which are not supported by the Board of Directors by provisions
currently contained in the Corporation's Charter and Bylaws and the Rights
Agreement.
The Corporation's Charter provides for the issuance of Serial
Preferred Stock and authorizes the Board of Directors, without prior
shareholder approval, to fix the number of shares constituting each series and
to fix the dividend, redemption, conversion, voting rights and other rights,
preferences and restrictions relating thereto. The issuance of Serial
Preferred Stock may be used to discourage certain acquisition attempts. In
addition, the Corporation's Charter provides for a board of directors divided
into three classes of directors serving staggered three-year terms and
permitting removal of directors for cause only by the affirmative vote of the
holders of two-thirds of all votes entitled to be cast for the election of
directors. Because of the additional time required to change the control of
the Board of Directors, the amendment will tend to perpetuate present directors
and could also make the Corporation less attractive to certain tender offerors
since normally two annual meetings would be required to obtain a two-thirds
majority of the Board of Directors and three annual meetings for complete
control. The Charter also provides that any action taken by the shareholders
to adopt, alter, or repeal the Corporation's Bylaws will require a two-thirds
vote of the holders of shares entitled to vote. The Corporation's Charter also
requires the Board of Directors to respond to any acquisition proposal on the
basis of the Board's evaluation of what is in the best interest of the
Corporation, its shareholders, and other constituencies, and to consider all
factors the Board deems relevant. All of the above described Charter
provisions may tend to discourage acquisition attempts.
The Corporation's Bylaws provide that in order for a person to be
eligible for election as a director of the Corporation, such person must be
nominated by or at the direction of the Corporation's Board of Directors or by
a shareholder entitled to vote for the election of directors in accordance with
certain specified procedures. Shareholder nominations must be made pursuant to
timely written notice to the Secretary of the Corporation. In most cases, a
shareholder's notice, to be considered timely, must be received at the
principal executive offices of the Corporation not less than thirty nor more
than sixty days prior to the date of a shareholders' meeting. The notice must
set forth certain specified information about the shareholder giving the notice
and the shareholder's proposed nominee. These Bylaw provisions may discourage
or deter a third party from soliciting proxies to elect its own slate of
directors or otherwise attempting to obtain control of the Corporation.
Under the Rights Agreement, as amended, each of the Corporation's
shareholders has one Right for each outstanding share of Common Stock held and
each newly-issued share of Common Stock will have issued with it one Right.
The Rights currently have no value, are represented by the certificates
evidencing Common Stock and trade only with such stock. The Rights separate
from the Common Stock and become exercisable only upon the occurrence of a
person or group ("Acquiror") acquiring or obtaining beneficial ownership of 10%
or
28
<PAGE> 32
more of the then outstanding Common Stock (a "Triggering Event") or the tenth
business day after the commencement or announcement of a tender or exchange
offer that would result in ownership of 10% or more of the outstanding Common
Stock. The Rights Agreement provides that, upon the Rights becoming
exercisable, shareholders would be entitled to purchase, at the Exercise Price,
one one-hundredth of a share of the Series A Junior Participating Preferred
Stock ("Preferred Shares"). Such fractional share is intended to be the
practical equivalent of one share of Common Stock. In the event of a
Triggering Event, the Rights will entitle each holder (except the Acquiror or
any affiliate or associate thereof, whose Rights become null and void) to
purchase shares of the Corporation's Preferred Shares having a value equal to
twice the Exercise Price. In the event the Corporation is acquired in a merger
or other business combination or a significant portion of its assets are sold,
leased, exchanged, or otherwise transferred to an Acquiror, shares of the
Acquiror (or shares of the surviving corporation in such acquisition, which
could be the Corporation) may be purchased. The Exercise Price and the number
of Preferred Shares or other securities or property issuable upon exercise of a
Right are subject to adjustment upon the occurrence of certain events
including, for example, a stock dividend or split payable in the Corporation's
Common Stock or Preferred Shares. The number of Rights may also be adjusted
upon the occurrence of certain events including, for example, a reverse stock
split. The Rights expire on August 16, 2005, unless earlier redeemed by the
Corporation. The Rights may cause substantial dilution to a person or group
that attempts to acquire the Corporation and thus have an anti-takeover effect.
The Board of Directors does not have any current plans to use shares
of Common Stock for anti-takeover purposes. Further, the Board of Directors
does not have any current plans to propose amendments in the Charter or Bylaws
of the Corporation that may be deemed to have anti-takeover implications
except as described in this Proxy Statement.
If the shareholders approve the amendment, it will become effective
on the date on which the required filing is made in the office of the State
Department of Assessments and Taxation of the State of Maryland. Such filing
will be made as promptly as possible after shareholder approval.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO ARTICLE FIFTH OF THE CORPORATION'S CHARTER.
PROPOSAL TO APPROVE THE AMENDED LONG-TERM INCENTIVE COMPENSATION PLAN
A proposal to approve the Huntington Bancshares Incorporated
Long-Term Incentive Compensation Plan, as amended (the "Plan"), will be
presented at the Annual Meeting of Shareholders. The Long-Term Incentive
Compensation Plan was adopted in 1988 as an integral part of the Corporation's
compensation program and was previously approved by the Corporation's
shareholders in 1992. The Board of Directors has amended the Plan, subject to
shareholder approval, and recommends that the Corporation's shareholders
approve the Plan as described herein. Shareholder approval of the amended Plan
is required to enable the Corporation to qualify awards under the Plan as
deductible for federal income tax purposes.
As described 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
29
<PAGE> 33
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. The Corporation is
requesting that shareholders approve the amended Plan at this meeting in order
that incentive compensation paid to covered employees who are selected to
participate in the Plan during the first 90 days of a performance cycle will be
deductible under Section 162(m).
Description of the Plan
ADMINISTRATION. The Plan will be administered by the Commitee
consisting of outside directors within the meaning of Section 162 (m).
OPERATION OF THE PLAN. After the conclusion of a three-year
performance cycle, incentive awards are made to officers who participate in the
Plan based upon performance over the period of the three-year cycle. A new
performance cycle begins every two years. The amended Plan will become
effective for performance cycles beginning on and after January 1, 1996.
Incentive awards are determined as a percentage of base salary
measured by performance goals established by the Committee during the first 90
days of each performance cycle. The performance goals are measured by return
on average shareholders' equity of the Corporation relative to the return on
average shareholders' equity of other selected United States banks and bank
holding companies designated by the Committee during the first 90 days of each
performance cycle. For an officer who is selected to participate in the Plan
after the first 90 days of a cycle, the award is prorated based upon the length
of time the officer is a participant. Incentive awards 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.
After the end of each performance cycle, the Committee will review
the performance of the Corporation against the established performance goals.
Awards may be paid to officers only after the Committee has certified in
writing that the performance goals have been met. The Committee may reduce but
not increase the amount of an award otherwise payable to an officer. The
maximum award payable to a participant for any performance cycle will not
exceed $1,000,000.
ELIGIBILITY. Participation in the Plan is limited to those officers
of the Corporation and its subsidiaries whose performance may, in the opinion
of the Committee, significantly contribute to the long-term strategic
performance and growth of the Corporation. The Committee selects those
officers who will participate for each performance cycle during the first 90
days of the cycle and may select officers hired or promoted during a cycle to
participate for the remainder of the cycle. Twenty officers are participating
in the Plan during the performance cycle that began January 1, 1994, and ends
December 31, 1996. When this Proxy Statement was printed, the Committee had
not selected the officers to participate during the cycle which began on
January 1, 1996.
The dollar values of the awards that would have been received by
participants in the Plan had the amended Plan been in effect for the last
completed performance cycle cannot be determined because the Plan
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<PAGE> 34
provisions with respect to selection of the banking organizations against
which the Corporation's performance is measured and with respect to
calculation of awards have been changed and the Committee had not selected the
appropriate banking organizations or adopted a schedule for calculation of
awards for the performance cycle beginning January 1, 1996, when this Proxy
Statement was printed.
PAYMENT OF AWARDS. Incentive awards under this Plan will normally be
paid in the form of Common Stock of the Corporation; however, a participant may
elect to receive up to 50% of the award in cash with the approval of the
Committee. The total number of shares of Common Stock that can be issued under
the Plan is 400,000. No award will be paid to an officer who is not employed
by the Corporation or a subsidiary on the day the award is paid, except in the
case of death, disability, retirement, or a change in control of the
Corporation. In the event a change in control of the Corporation (as defined
in the Plan) occurs during a performance cycle or before awards for a completed
cycle have been received, Plan participants shall receive awards for that cycle
based upon the performance of the Corporation relative to the performance of
the banks and bank holding companies against which the Corporation's
performance is measured, determined as of the end of the last full year of the
cycle preceding the date of the change in control. In the event of death,
disability or retirement of a participant, awards may be paid at the discretion
of the Committee.
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).
Material Amendments
The amended Plan differs from the Long-Term Incentive Compensation
Plan previously approved by the shareholders in the following material
respects:
- - The criterion for measuring corporate performance is changed from
return on beginning shareholders' equity to return on average
shareholders' equity.
- - The Committee has greater discretion in selecting the appropriate
banking organizations against which the Corporation's performance
is measured. This determination must be made, however, during the
first 90 days of each three-year performance cycle.
- - The Committee has greater discretion in establishing performance
goals for the Corporation and in determining the amount of the
awards to be made upon achievement of various levels of corporate
performance. These determinations must also be made during
the first 90 days of each cycle.
- - The maximum award payable to a participant for any performance cycle
is changed from 50% of base salary to $1,000,000.
- - The number of shares of Common Stock that may be issued by the
Corporation under the Plan is changed from a total of 194,261 shares
remaining from the total previously approved, adjusted for stock
dividends and splits, to 400,000 shares.
If the Plan is not approved by the shareholders of the Corporation,
no payments will be made under the Plan with respect to performance cycles
beginning on and after January 1, 1996. In that event, the Committee intends
to review and reconsider the incentive compensation programs of the Corporation
in light
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<PAGE> 35
of the shareholders' vote and the principles described in the Board's
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 and encouraging their ownership of the Corporation.
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 1996. 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 1996 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.
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 1995, all filing requirements
applicable for reporting persons were met, except that one transaction
by a family member of George A. Skestos was not timely reported.
PROPOSALS BY SHAREHOLDERS FOR 1997 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 1997, 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 11, 1996. In addition, the
Corporation's Bylaws establish advance notice procedures as to (1) business to
be brought before
32
<PAGE> 36
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 1995 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 1995 AND ADDITIONAL COPIES OF
THE 1995 ANNUAL REPORT WILL BE FURNISHED, WITHOUT CHARGE, TO SHAREHOLDERS OF
THE CORPORATION UPON WRITTEN REQUEST TO 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.
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<PAGE> 38
EXHIBIT A
TEXT OF PROPOSED RESOLUTION AMENDING CHARTER TO
INCREASE AUTHORIZED COMMON STOCK
RESOLVED, that, as declared advisable by the Board of Directors, the Charter of
this Corporation is amended by deleting the first paragraph of Article FIFTH
thereof in its entirety and substituting in lieu thereof the following:
FIFTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 306,617,808 shares, of which
300,000,000 shall be Common Stock, without par value, and 6,617,808 shares
shall be Serial Preferred Stock, without par value.
<PAGE> 39
Appendix A
HUNTINGTON BANCSHARES INCORPORATED
LONG-TERM INCENTIVE COMPENSATION PLAN
As Amended and Effective for Performance Cycles
beginning on or after January 1, 1996
PURPOSE; EFFECTIVE DATE
-----------------------
1.1 The purpose of this Long-Term Incentive Compensation Plan (the
"Plan") is to provide incentive for key employees whose sustained performance
directly influences the creation of shareholder value.
1.2 The Plan, as amended, will become effective upon approval by a
majority of the votes cast by shareholders of the Corporation at the annual
meeting on April 25, 1996, but will relate to Performance Cycles beginning
January 1, 1996, and thereafter. No payments will be made under the Plan
unless shareholder approval is obtained.
DEFINITION OF TERMS
-------------------
2.1 As used herein, the following words shall have the meanings
stated after them, unless otherwise specifically provided:
(a) "U.S. BANKING ORGANIZATION" shall mean a bank or bank
holding company organized under the laws of the United States of
America or any state, territory or other
1
<PAGE> 40
political subdivision thereof including the District of Columbia,
whose stock is publicly traded.
(b) "BASE SALARY" shall mean the annual cash salary payable to
an Officer excluding bonuses, incentive compensation, stock options,
employer contributions to pension or benefit plans, and other forms of
irregular payments and deferred compensation.
(c) "COMMITTEE" shall mean the Compensation and Stock Option
Committee of the Board of Directors of the Corporation, which shall be
composed of two or more "outside directors" within the meaning of
Section 162(m) as hereinafter defined.
(d) "CORPORATION" shall mean Huntington Bancshares
Incorporated.
(e) "OFFICER" shall mean an officer of the Corporation or of a
Subsidiary.
(f) "PACESETTER GROUP" shall mean the U.S. Banking
Organizations selected by the Committee to be members of the
Pacesetter Group in accordance with Section 5.1.
(g) "PARTICIPANT" shall mean an Officer selected to
participate in the Plan in accordance with section 4.1.
(h) "PERFORMANCE CYCLE" OR "CYCLE" shall mean a period of
three calendar years. A new Performance Cycle begins on January 1 of
each even numbered year.
(i) "RETURN ON AVERAGE EQUITY" OR "ROAE" shall mean the annual
return on average shareholders' equity reported in publicly available
financial reports.
(j) "SECTION 162(M)" shall mean Section 162(m) of the Internal
Revenue Code of 1986, as amended, or any successor statute of similar
import.
(k) "SUBSIDIARY" shall mean a subsidiary of the Corporation of
which at least 50% of the voting power is directly or indirectly owned
or controlled by the Corporation.
2
<PAGE> 41
ADMINISTRATION
--------------
3.1 The Committee shall administer the Plan. The Committee is
authorized to interpret and construe the Plan and to adopt such rules,
regulations, and procedures for the administration of the Plan as the
Committee deems necessary or advisable. The Committee's interpretations of the
Plan, and all decisions and determinations made by the Committee, shall be
conclusive and binding on all parties including the Corporation and any person
claiming an award under the Plan.
PLAN PARTICIPANTS
-----------------
4.1 Participation in the Plan shall be limited to Officers who are
considered to be key employees whose performance may, in the opinion of the
Committee, significantly contribute to the long-term strategic performance and
growth of the Corporation. The Committee shall select those Officers who will
participate in the Plan for each Performance Cycle during the first 90 days of
the Cycle and may select Officers who are hired or promoted during a Cycle to
participate for the remainder of the Cycle.
PACESETTER GROUP
----------------
5.1 During the first 90 days of each Performance Cycle, the
Committee shall select the U.S. Banking Organizations comprising the Pacesetter
Group for that Cycle. If during any Performance Cycle a member of the
Pacesetter Group for that Cycle ceases to exist as an independent U.S. Banking
Organization as a result of a merger, purchase or exchange of stock or
otherwise, that member shall be included in the Pacesetter Group only for those
full years during which it existed as an independent U.S. Banking Organization.
3
<PAGE> 42
PERFORMANCE CRITERIA AND GOALS
------------------------------
6.1 Awards under the Plan shall be based upon the Corporation's
performance during each Performance Cycle measured by Return on Average Equity
relative to the Return on Average Equity of the members of the Pacesetter
Group. During the first 90 days of each Performance Cycle, the Committee
shall establish written ROAE performance goals for the Corporation for that
Cycle relative to the ROAE performance of members of the Pacesetter Group.
6.2 Awards under the Plan shall be equal to a percentage of a
Participant 's annual Base Salary as of December 31 of the last year of a
Performance Cycle determined by reference to the attainment of the
Corporation's performance goals for that Cycle. The Committee shall adopt a
written schedule of potential awards, expressed as a percentage of Base Salary,
during the first 90 days of each Performance Cycle. For an Officer who is
selected to participate after the first 90 days of a Cycle, the award shall be
pro-rated based upon the length of time the Officer is a Participant. No awards
shall be paid pursuant to the Plan with respect to a Performance Cycle if the
average annual ROAE of the Corporation for that Cycle is below the minimum
corporate performance goal established by the Committee. In addition,
notwithstanding the attainment of specified performance goals, the Committee
has the discretion to reduce or eliminate an award that would otherwise be
payable to any Participant. The maximum award payable under the Plan with
respect to a Performance Cycle shall be $1,000,000, notwithstanding that the
average annual ROAE of the Corporation for a Performance Cycle may exceed the
maximum performance goal.
4
<PAGE> 43
PAYMENT OF AWARDS
-----------------
7.1 Awards will be made under the Plan in the form of shares of
Common Stock of the Corporation; provided, however, that any Participant, with
the approval of the Committee, may elect to receive up to 50% of his or her
award in cash, whereupon that Participant will be entitled to receive only that
number of shares of Common Stock determined as set forth in Section 10.2 or
10.3 hereof. Payment of awards will be made as soon as practicable following
the end of each Performance Cycle; provided that payments will be made only
after the Committee has certified in writing, in the minutes of a committee
meeting or otherwise, that applicable performance goals have been satisfied.
7.2 Except as provided in Sections 8.2 and 9.1 - 9.5 hereof, no
award shall be paid to an Officer who is not employed by the Corporation or a
Subsidiary on the day the award is paid.
7.3 If at the time Participants are to receive payment of awards,
the Corporation or any Participant is prohibited from trading in Common Stock
under applicable state or federal securities laws, the Committee may in its
discretion withhold distribution of stock until such time as distribution is
permitted; or may in its discretion authorize the entire payment to be paid in
cash. If distribution of Common Stock is withheld, the Corporation shall make
additional cash payments to reflect dividends paid during the period in which
distribution was withheld.
7.4 The Corporation may deduct from any payment made under this
Plan all federal, state and local taxes required to be withheld with respect to
such payment or may require that the Participant pay to the Corporation an
amount equal to any such taxes.
5
<PAGE> 44
TERMINATION OF EMPLOYMENT
-------------------------
8.1 If a Participant's employment is terminated for any reason
other than death, disability or retirement prior to receipt of payment of an
award with respect to a Performance Cycle, the Participant shall not receive
any payment under the Plan based upon that Cycle.
8.2 In the event a Participant dies, becomes disabled, or retires
before receipt of payment of an award, as determined in the sole discretion of
the Committee, the Committee may authorize payment to the Participant or the
Participant's estate or beneficiary in such amount as the Committee deems
appropriate.
CHANGE IN CONTROL OF THE CORPORATION
------------------------------------
9.1 In the event of a Change in Control of the Corporation, as
hereinafter defined, the provisions set forth below shall apply, and in the
event of any conflict between Sections 9.1 - 9.5 and any other section of the
Plan, the provisions of Sections 9.1 - 9.5 shall prevail.
9.2 Within 90 days after the Change in Control occurs, the persons
who are Participants immediately prior to the Change in Control shall receive
payment of awards under the Plan in cash determined as follows:
(a) If the Change in Control occurs before the end of the first
year of a Cycle, no payment shall be made with respect to that
Cycle.
(b) If the Change in Control occurs during the second year of a
Cycle, Participants shall receive the full amount of the award
for that Cycle based upon ROAE of the Corporation and the
Pacesetter Group for the first year of the Cycle.
6
<PAGE> 45
(c) If the Change in Control occurs during the third year of a
Cycle, Participants shall receive the full amount of the award
for that Cycle based upon average annual ROAE of the
Corporation and the Pacesetter Group for the first two years of
the Cycle.
(d) If the Change in Control occurs after the third year of a
Cycle, Participants shall receive the full amount of the award
for that Cycle based upon the average annual ROAE of the
Corporation and the Pacesetter Group for the full Cycle.
9.3 Notwithstanding Section 8.1 hereof, Participants whose
employment terminates following a Change in Control shall receive payment of
awards in accordance with Section 9.2.
9.4 After a Change in Control has occurred, neither the Committee
nor the Board of Directors of the Corporation shall change the performance
levels for a Performance Cycle that began prior to the date the Change of
Control occurred or reduce or eliminate any awards otherwise payable to an
Officer under this Plan.
9.5 For purposes of this section, a "Change in Control" of the
Corporation shall be deemed to have occurred if and when, after the date
hereof, (i) subject to the limitations set forth in this paragraph, any
"Person" (as that term is defined as of the date hereof in Section 225.2(k) of
Regulation Y ("Regulation Y") issued by the Board of Governors of the Federal
Reserve System), other than the Corporation or any employee stock ownership,
profit-sharing, salary adjustment or other employee benefit plan of the
Corporation or of any Subsidiary or any trustee or fiduciary with respect
thereto solely by reason of such capacity of such trustee or fiduciary,
acquires, directly or indirectly, or through or in concert with one or more
Persons, "Control" (as that term is defined as of the date hereof in Section
225.2(e) (1) of Regulation Y) of the Corporation or control of, or the power to
vote, 10% or more (but less than 25%) of the votes attributable to the voting
securities of
7
<PAGE> 46
the Corporation if no other person will own a greater percentage of the votes
attributable to such voting securities immediately after the acquisition
transaction; (ii) the Corporation, or in one or more transactions 50% or more
of its assets or earning power, is acquired by or combined with another Person
and less than a majority of the outstanding voting shares of the Person
surviving such transaction (or the ultimate parent of the surviving Person)
after such acquisition or combination is owned, immediately after such
acquisition or combination, by the owners of the voting shares of the
Corporation outstanding immediately prior to such acquisition or combination;
or (iii) any Person, acting alone or through or in concert with one or more
Persons, shall elect, at one or more meetings of shareholders of the
Corporation, a majority of the members of the Board of Directors who were not
members of, or elected or recommended by, the previously existing Board of
Directors of the Corporation. In defining "Control," all voting securities of
the Corporation shall be considered to be a single class.
PURCHASE AND DELIVERY OF STOCK
------------------------------
10.1 Common Stock delivered to Participants under the Plan shall be
issued by the Corporation or, if the Committee so directs, shall be purchased
in the open market by an independent buying agent selected by the Corporation.
In either case if a Participant shall be entitled to receive a fractional
share, the Participant shall receive one whole share in lieu of that fractional
share.
10.2 In the event that the Common Stock to be delivered hereunder
shall be issued by the Corporation, the number of shares to be issued and
delivered to each Participant shall be that number of shares which could be
purchased at the market price per share of Common Stock of the Corporation with
the amount of the award to be made to that Participant, calculated as provided
in
8
<PAGE> 47
Section 6.2, less the amount of such award that the Participant has elected to
receive in cash. The "market price per share" of the Common Stock for purposes
of this subsection shall be (1) the average of the highest and lowest sale
prices per share quoted in the NASDAQ National Market System, if the shares are
so quoted, (2) the mean between the bid and asked prices per share as reported
by NASDAQ, if the shares are publicly traded, but are not quoted in the
National Market System or listed on a securities exchange, or (3) if the shares
are listed on a securities exchange, the average of the high and low prices at
which such shares are quoted or traded on such exchange, in each case on a date
which shall be fixed by the Committee (and shall in no case be a date earlier
than the date when such determination is made), or if such date is not a
trading day, the next preceding trading day.
10.3 In the event that the Committee shall determine that the Common
Stock to be delivered shall be purchased in the open market, the Committee
shall select a buying agent which shall be a licensed securities broker that is
not affiliated with the Corporation. The Corporation or a Subsidiary shall pay
to the buying agent all awards under the Plan, except amounts which
Participants have elected to receive in cash, for the purchase of Common Stock
in open market purchases. The buying agent will perform all functions relating
to the purchase of Common Stock and will have complete discretion regarding the
timing of purchases; provided that purchases shall be made within thirty days
after receipt by the buying agent of funds representing awards unless such
purchases are restricted by federal or state securities laws. The buying agent
shall not purchase Common Stock directly from the Corporation. Certificates
for Common Stock shall be delivered to Participants promptly after purchases
are made.
9
<PAGE> 48
10.4 Neither the Corporation nor buying agent shall have any
liability to a Participant with respect to the timing of payment of awards or
the timing of purchases of Common Stock.
MISCELLANEOUS PROVISIONS.
------------------------
11.1 BINDING UPON SUCCESSORS - The obligations of the Corporation
under the Plan shall be binding upon any successor corporation or organization
which succeeds to substantially all of the assets and/or business of the
Corporation. The term Corporation, whenever used in this Plan, shall mean and
include any such corporation or organization after such succession.
11.2 RESTRICTIONS ON TRANSFER - Any benefits to which a Participant
or his or her beneficiary may become entitled under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to so transfer or encumber such
benefits shall be void. This Plan does not give a Participant any interest,
lien, or claim against any specific asset of the Corporation. No Participant
or beneficiary shall have any rights under this Plan other than as a general
creditor of the Corporation.
11.3 EXPENSES OF PLAN - The costs and expenses of administering the
Plan, including brokerage fees and commissions, if any, will be borne by the
Corporation.
11.4 NO EMPLOYMENT RIGHTS - No Participant has any right to be
retained in the employ of the Corporation or any Subsidiary by virtue of
participation in the Plan.
11.5 GOVERNING LAW - The Plan shall be governed by and construed
according to the laws of the State of Ohio.
10
<PAGE> 49
AMENDMENT AND TERMINATION
-------------------------
12.1 The Corporation may at any time terminate, or from time to
time, amend the Plan by action of the Board of Directors or by action of the
Committee without shareholder approval unless such approval is required to
satisfy the applicable provisions of Section 162(m).
11
<PAGE> 50
_______________________________________________________________________________
Annual Report Ad 1/25/96 12:04 PM Page 1
THIS IS YOUR RETIREMENT SAVINGS.
[Graphic: drop of water
suspended over bucket]
THIS IS WHAT YOU'LL NEED.
Call Your
AND THIS IS HOW TO GET IT. Huntington Retirement
Specialist At
1-800-322-4600
[LOGO] HUNTINGTON BANKS
Member FDIC. Huntington (R)
is a federally registered
service mark of Huntington
Bancshares Incorporated.
_______________________________________________________________________________
Below is your proxy card. Please read both sides, vote, sign and return it in
the enclosed postage paid envelope.
COMMON STOCK
PROXY - HUNTINGTON BANCSHARES INCORPORATED
The undersigned shareholder of Huntington Bancshares Incorporated
hereby appoints Jon M. Anderson, S. Ronald Cook, Jr., 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 25, 1996, and at any adjournment or
adjournments thereof as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, AND 4.
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Don M. Casto III Patricia T. Hayot Wm. J. Lhota Timothy P. Smucker
2. Approval of the amendment to the Corporation's Charter to increase
the authorized Common Stock of the Corporation from 200,000,000
shares to 300,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the Amended Huntington Bancshares Incorporated
Long-Term Incentive Compensation Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Fold and Detach Here
4. Ratification of the appointment of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1996.
[ ] 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 AMENDMENT TO
THE CORPORATION'S CHARTER, FOR THE APPROVAL OF THE AMENDED LONG-TERM
INCENTIVE COMPENSATION PLAN, AND FOR THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP.
Please sign and date this Proxy below and return in the enclosed envelope.
Date:_______________________,1996
__________________________________
(Signature)
__________________________________
(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> 51
_______________________________________________________________________________
Annual Report Ad 1/25/96 12:04 PM Page 1
THIS IS YOUR RETIREMENT SAVINGS.
[Graphic: Drop of water
suspended over bucket]
THIS IS WHAT YOU'LL NEED.
Call Your
AND THIS IS HOW TO GET IT. Huntington Retirement
Specialist At
1-800-322-4600
[LOGO] HUNTINGTON BANKS
Member FDIC. Huntington (R)
is a federally registered
service mark of Huntington
Bancshares Incorporated.
_______________________________________________________________________________
Below is your instruction card. Please read both sides, vote, sign and return
in the enclosed postage paid envelope.
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 Jon M. Anderson, S. Ronald
Cook, Jr., 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 the Corporation to be held in the Capitol Square Banking
Lobby of The Huntington National Bank, 17 South High Street, Columbus, Ohio, on
Thursday, April 25, 1996, and at any adjournment or adjournments thereof as
follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, AND 4.
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote for all nominees
listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Don M. Casto III Patricia T. Hayot Wm. J. Lhota Timothy P. Smucker
2. Approval of the amendment to the Corporation's Charter to increase
the authorized Common Stock of the Corporation from 200,000,000
shares to 300,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the Amended Huntington Bancshares Incorporated
Long-Term Incentive Compensation Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Fold and Detach Here
4. Ratification of the appointment of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1996.
[ ] 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, THE TRUSTEE'S PROXY WILL BE VOTED FOR THE
ELECTION OF THE DIRECTOR NOMINEES NAMED HEREIN, FOR THE APPROVAL OF THE
AMENDMENT TO THE CORPORATION'S CHARTER, FOR THE APPROVAL OF THE AMENDED
LONG-TERM INCENTIVE COMPENSATION PLAN, AND FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP.
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:______________________, 1996
