HUNTINGTON BANCSHARES INC/MD, DEF 14A, 1997-02-20

HUNTINGTON BANCSHARES INC/MD
DEF 14A, 1997-02-20
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

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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>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[X] 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] No fee required.
[ ] 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:

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<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 Thirty-First 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 24, 1997, at 5:00 p.m. local Columbus, Ohio time, for the following
purposes:

(1) To elect three directors to serve as Class I Directors until
the Annual Meeting of Shareholders to be held in the year 2000
and until their successors are elected.

(2) To consider and act upon a proposal to approve the Huntington
Bancshares Incorporated Amended and Restated 1994 Stock Option
Plan.

(3) To ratify the appointment of Ernst & Young LLP, independent
auditors, to serve as auditors for the Corporation for the
year 1997.

(4) 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 20, 1997

------------------------------------------------------
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
------------------------------------------------------

<PAGE> 3

Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287

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

PROXY STATEMENT
----------------------------

ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
-------------------

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 24, 1997, 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 20, 1997.

The shares represented by the accompanying proxy will be voted as
directed if the proxy is properly signed and received by the Corporation prior
to the meeting. The proxy will be voted FOR the nominees for director named
herein, FOR the approval of the Huntington Bancshares Incorporated Amended and
Restated 1994 Stock Option 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 other
means of electronic transmission, 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
10, 1997, will be entitled to vote at the Annual Meeting. At that date, the
Corporation had 141,487,894 shares of Common Stock outstanding and entitled to
vote. 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> 4

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 auditors, 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. 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 for approval or ratification of the matter. Broker non-votes and
abstentions are not counted as votes cast at the meeting and thus will have no
effect.

ELECTION OF DIRECTORS

The Corporation's Charter provides for a classified Board of Directors.
In accordance with the Corporation's Bylaws, the Board of Directors has, by
resolution, set the number of authorized directors at eleven. The Board of
Directors proposes the election of three directors at the 1997 Annual Meeting of
Shareholders to serve as Class I Directors. The nominees for Class I Directors,
if elected, will each serve a three-year term expiring at the year 2000 Annual
Meeting of Shareholders and until their successors are elected.

Zuheir Sofia and William J. Williams are currently Class I Directors of
the Corporation and were elected at the 1994 Annual Meeting of Shareholders to
serve three-year terms expiring in 1997. Messrs. Sofia and Williams are being
nominated by the Board of Directors for reelection as Class I Directors. Robert
H. Schottenstein is being nominated by the Board of Directors as a Class I
Director. Mr. Schottenstein has served as a director of The Huntington National
Bank since 1995.

John B. Gerlach, who was elected as a Class I Director at the 1994
Annual Meeting, died in January 1997. Mr. Gerlach served as a director of the
Corporation from 1984 until his death. The knowledge and skill Mr. Gerlach
brought to the Board of Directors will be missed.

W. Lee Hoskins was also elected as a Class I Director at the 1994
Annual Meeting. Mr. Hoskins has announced his resignation as Chairman and Chief
Executive Officer of The Huntington National Bank, effective on or before June
30, 1997, and is not a candidate for reelection as a Class I Director.

It is intended that, unless otherwise directed, the shares represented
by the enclosed proxy will be voted FOR the election of Messrs. Schottenstein,
Sofia, and Williams as Class I 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.

<PAGE> 5

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

The following tables set forth certain information concerning each
nominee and each continuing director of the Corporation.

CLASS I DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN THE YEAR 2000)

<PAGE> 6

CLASS II DIRECTORS
(TERMS EXPIRE IN 1998)

<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(d) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DON CONRAD
Chairman and Chief Executive Officer, 68 1989
WACO Oil Co., Inc., retail
gasoline/convenience stores, car
washes, and self storage warehouses
GEORGE A. SKESTOS
Retired Chairman, Homewood 69 1995
Corporation, residential
construction and development
LEWIS R. SMOOT, SR.
President and Chief Executive Officer, 63 1995 M/I Schottenstein Homes, Inc.
The Smoot Corporation, general
construction and construction
management
FRANK WOBST
Chairman and Chief Executive 63 1974
Officer of the Corporation; Chairman
of the Executive Committee of The
Huntington National Bank; Chairman,
The Huntington Trust Company,
National Association
</TABLE>

<PAGE> 7

CLASS III DIRECTORS
(TERMS EXPIRE IN 1999)

<TABLE>
<CAPTION>
DIRECTORSHIPS HELD IN ANY COMPANY
WITH A CLASS OF SECURITIES REGISTERED
NAME AND PRINCIPAL DIRECTOR PURSUANT TO SECTIONS 12 OR 15(d) OF THE
OCCUPATION(1) AGE SINCE SECURITIES EXCHANGE ACT OF 1934
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DON M. CASTO III
Principal, Don M. Casto Organization, 52 1985
real estate developers
PATRICIA T. HAYOT
Head of Columbus School for Girls 51 1996
WM. J. LHOTA
Executive Vice President, American 57 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
Kentucky, Michigan, Ohio, Tennessee, Company, Indiana Michigan Power
Virginia and West Virginia Company, Kentucky Power
Company, Ohio Power Company,
State Auto Financial Corporation
TIMOTHY P. SMUCKER
Chairman, The J. M. Smucker 52 1978 The J. M. Smucker Company,
Company, manufacturer of jams, Kellogg Company
jellies, preserves, and ice cream
toppings

<FN>
- ----------------

(1) Each nominee and continuing director has held, or been retired from, the various positions indicated
or other executive positions with the same organizations (or predecessor organizations) for at least the
past five years. Mr. Williams retired from the position of Chairman of The Huntington National Bank
as of September 1, 1993. Messrs. 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. Mr. Schottenstein is a director of The Huntington
National Bank, serving a term which expires in April 1997.
- -----------------
</TABLE>

<PAGE> 8

The Board of Directors of the Corporation held a total of nine regular
and special meetings during 1996. The Board of Directors has standing Audit,
Compensation and Stock Option, Executive, and Pension Review Committees. The
members of the Audit Committee are Ms. Hayot, and Messrs. Lhota, Smoot, and
Casto, Chairman. The Audit Committee met three times during 1996 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, and Smucker, Chairman. This committee met five times during 1996 and
reviews benefits and executive compensation, including incentive compensation,
and grants stock options. The Executive Committee is composed of Messrs. Casto,
Smucker, and Wobst, Chairman. This committee met once during 1996 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, Skestos, and
Smucker, Chairman. The Pension Review Committee met three times during 1996 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 $24,000. 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 1996, 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 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

<PAGE> 9

the creditors of the Corporation and the rights of a director or his or her
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 Corporation's Board of Directors has approved the
termination of the Directors' Retirement Plan subject to and effective upon
approval by the Corporation's shareholders of the Corporation's Amended and
Restated 1994 Stock Option Plan, as described herein (see "Proposal to Approve
the Amended and Restated 1994 Stock Option Plan" below). If the Directors'
Retirement Plan is so terminated, only those participants or beneficiaries whose
benefits have commenced prior to the effective date of the termination will
receive benefits after the termination date. The Amended and Restated 1994 Stock
Option Plan, if approved by the shareholders, will authorize the granting of
stock options to the Corporation's non-employee directors. The Corporation
believes that making non-employee directors eligible to receive grants of stock
options is more aligned with shareholder interests than the Directors'
Retirement Plan. If the Amended and Restated 1994 Stock Option Plan is not
approved by the Shareholders of the Corporation prior to June 30, 1997, the
resolution approving the termination of the Directors' Retirement Plan shall
lapse and be of no force and effect.

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 on 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

<PAGE> 10

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.

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.

<PAGE> 11

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 January 15, 1997.

<TABLE>
<CAPTION>
SHARES OF COMMON
NAME OF BENEFICIAL OWNER STOCK OWNED(1) PERCENT OF CLASS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Don M. Casto III............................... 137,990 (2)(4) .10%
Don Conrad..................................... 847,262 (2)(4) .60
Judith D. Fisher............................... 75,665 (2)(3) .05
Patricia T. Hayot.............................. 24,275 (4) .02
W. Lee Hoskins................................. 108,547 (3) .08
Wm. J. Lhota................................... 29,143 (2)(4) .02
Robert H. Schottenstein........................ 10,768 (4) .01
George A. Skestos.............................. 14,601 (2)(4) .01
Lewis R. Smoot, Sr............................. 49,547 (2)(4) .04
Timothy P. Smucker............................. 52,026 (2)(4) .04
Zuheir Sofia................................... 551,015 (2)(3) .39
Gerald R. Williams............................. 144,222 (3) .10
William J. Williams............................ 99,633 (2)(3) .07
Frank Wobst.................................... 1,354,264 (2)(3) .95
Directors and Executive Officers
as a Group (20 in group)...................... 3,882,487 (2)(3)(4) 2.72
</TABLE>

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

(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 5,713 shares, 131,798 shares, 2,310 shares, 2,336 shares,
2,885 shares, 20,208 shares, 1,057 shares, and 42,843 shares of Common
Stock owned by members of the immediate families of Messrs. Casto,
Conrad, Skestos, Smoot, Smucker, Sofia, W. Williams, and Wobst
respectively; 2,427 shares for which Ms. Fisher is custodian; 11,460
shares of Common Stock owned jointly by Mr. Lhota and his spouse; 721
shares of Common Stock owned by the Prince of Peace Foundation, of
which Mr. Skestos is President; 15,880 shares of Common Stock owned by
The Smoot Corporation, of which Mr. Smoot is President, and 39,466
shares of Common Stock reported as owned by individuals

<PAGE> 12

included in directors and executive officers as a group, as to which
the respective directors and executive officers have disclaimed
beneficial ownership.

(3) Includes 16,604 shares for Ms. Fisher, 50,532 shares for Mr. Sofia,
85,291 shares for Mr. G. Williams, 7,937 shares for Mr. W. Williams,
564,017 shares for Mr. Wobst, and 872,681 shares of Common Stock for
all executive officers as a group, which could have been acquired under
stock options exercisable within 60 days of January 15, 1997. Also
includes 2,037 shares for Ms. Fisher, 10,194 shares for Mr. Hoskins,
22,167 shares for Mr. Sofia, 6,056 shares for Mr. G. Williams, 46,593
shares for Mr. Wobst, and 88,034 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 41,430 shares for Mr. Casto, 25,601 shares for Mr. Conrad,
23,858 shares for Dr. Hayot, 17,359 shares for Mr. Lhota, 2,965 shares
for Mr. Schottenstein, 5,795 shares for Mr. Skestos, 29,862 shares for
Mr. Smoot, and 43,111 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.

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

As of January 15, 1997, 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, 17,639,024 (1) 12.14%
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

<PAGE> 13

to dispose of 2,834,625 of these shares, shared power to dispose of
2,426,829 of these shares, sole power to vote 6,073,824 of these
shares, and shared power to vote 10,302,446 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 24,556,704 shares, or 17.2%, of the Common Stock of the
Corporation outstanding on December 31, 1996.

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

Some of the directors, nominees for election as director, 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, nominees 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, nominees, 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, and each of his or her
principal positions, for each of the last three fiscal years ended December 31,
1996.

<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 1996 867,950 559,828 74,239 164,999 433,975 39,058
Executive Officer 1995 807,950 399,935 67,065 144,373 -0- 36,358
1994 800,000 564,000 83,384 144,374 400,009 36,000
ZUHEIR SOFIA
President, Chief 1996 504,200 325,209 (2) 82,499 252,100 22,690
Operating Officer, 1995 474,200 234,729 (2) 57,748 -0- 21,339
and Treasurer 1994 467,500 329,588 (2) 72,187 233,764 21,037

W. LEE HOSKINS
Chairman and CEO, 1996 504,200 325,209 (2) -0- 252,100 22,690
The Huntington 1995 474,200 234,729 (2) 72,185 -0- 21,339
National Bank (6) 1994 467,500 329,588 (2) 72,187 233,759 21,037

GERALD R. WILLIAMS
Executive Vice 1996 272,500 176,400 (2) 21,999 140,000 12,263
President and Chief 1995 265,975 125,631 (2) 17,323 -0- 11,969
Financial Officer 1994 254,000 131,070 (2) 21,655 128,509 11,430

JUDITH D. FISHER
Executive Vice 1996 242,146 162,000 (2) 22,000 125,000 10,897
President 1995 229,483 107,554 (2) 8,660 -0- 10,327
1994 220,000 112,200 (2) 28,874 110,011 9,900
- ---------------
</TABLE>

<PAGE> 15

(1) Includes amounts deferred pursuant to the Corporation's Employee Stock
Purchase and Supplemental Stock Purchase Plans.

(2) During 1996, 1995, and 1994, Mr. Wobst received other annual
compensation, including executive life insurance premiums in the
amounts of $50,064, $46,883, and $44,204, 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) Shares of the Corporation's Common Stock, adjusted for stock dividends
and stock splits paid after the date of grant.

(4) The Corporation's Long-Term Incentive Compensation Plan is set up in
overlapping three-year performance cycles commencing every other year.
Awards were paid for the cycles ended December 31, 1994 and December
31, 1996. 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 1996, $6,750 was contributed for
each of Messrs. Wobst, Sofia, Hoskins, and Williams and Ms. Fisher
under the Employee Stock Purchase Plan and $32,308, $15,939, $15,939,
$5,513, and $4,147 were contributed for Messrs. Wobst, Sofia, Hoskins,
and Williams and Ms. Fisher, respectively, under the Supplemental Stock
Purchase Plan.

(6) Mr. Hoskins served as President of The Huntington National Bank from
November 1991 to December 1996. Mr. Hoskins has served as Chairman of
The Huntington National Bank since September 1993 and as a director and
Chief Executive Officer since November 1991, and will continue to serve
as Chairman and Chief Executive Officer for the remainder of his tenure
with The Huntington National Bank, which ends on or before June 30,
1997.
- ----------------

EMPLOYMENT AND EXECUTIVE AGREEMENTS

Messrs. Wobst and Sofia each have an agreed upon term of employment.
Under Employment Agreements, Messrs. Wobst and Sofia will each be employed by
the Corporation through November 15, 2001, with automatic five-year renewals
until the executive's death, disability, or retirement, unless earlier
terminated by the executive 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. Messrs. Wobst and Sofia will be employed at an annual rate of
compensation of not less than $867,950 and $504,200, respectively. 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, Stock Option Plans, and certain other benefits afforded
to executive officers

<PAGE> 16

of the Corporation. In the event either of Messrs. Wobst or Sofia is terminated
for cause, he will be entitled to receive salary payments for three calendar
months following the date of termination plus any compensation to which he is
entitled under the Incentive Compensation Plans. In the event either of Messrs.
Wobst or Sofia 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 either of Messrs. Wobst or Sofia 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 the first to occur of the
termination of the disability, or until the termination of his Employment
Agreement in Mr. Wobst's case or attainment of age sixty-five in Mr. Sofia's
case, with base salary to be reinstated upon return to employment. In the event
of the death of either of Messrs. Wobst or Sofia, 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, and G. Williams, and Ms. Fisher 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 each provide 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, in the case of Messrs. Wobst and Sofia, the greater
of (i) the amount due such executive officer for the remaining term of his
Employment Agreement and (ii) three times his then current annual base salary,
and in the case of Mr. G. Williams and Ms. Fisher, three times his or her then
current annual base salary plus, in all cases, three times the average bonus or
incentive compensation paid to such officer in respect of the three fiscal years
preceding termination. The Executive Agreements with Ms. Fisher and Mr. G.
Williams provide that adjustments to these payments will be made if the officer
attains his or her normal retirement date within three years of the termination
of employment. The Corporation will maintain for the executive officer's
benefit, until the earlier of three 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 or her termination. The
Corporation will also pay the executive the aggregate of the increases in the
single sum actuarial equivalents of the executives' vested accrued benefits
under Huntington's retirement plan and each non-qualified defined benefit
pension plan that would result if the executive were credited with three
additional years of service and benefit service and three additional years of
age under such plans. In the event the payments to be received by Messrs. Wobst
or Sofia 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 Agreements with Ms. Fisher and Mr. G. Williams provide that
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.

<PAGE> 17

The Executive Agreements provide that, for a period of five years after
any termination of the executive's employment, the Corporation will provide the
executive with coverage under a standard directors' and officers' liability
insurance policy at its expense, and shall indemnify, hold harmless and defend
the executive to the fullest extent permitted under Maryland law against all
expenses and liabilities reasonably incurred by the executive in connection with
or arising out of any action, suit or proceeding in which he or she may be
involved by reason of having been a director or officer of the Corporation or
any subsidiary, whether or not the executive continues to be a director or
officer at the time of incurring such expense or liabilities. If the Corporation
fails to make any payment or provide any benefit required to be made or provided
under the Executive Agreement on a timely basis, the Corporation will pay
interest on the amount or value thereof at an annualized rate of interest equal
to the greater of 12% or the prime commercial rate of The Huntington National
Bank or its successor in effect from time to time. The Executive Agreements also
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.

Mr. Hoskins also has an agreed upon term of employment. Under an
amended Employment Agreement, Mr. Hoskins will be employed by the Corporation
through June 30, 1997, or such earlier date as may be determined by mutual
agreement (the "Termination Date"), at an annual rate of compensation of not
less than $474,200. There is no provision for renewal. The Employment Agreement
provides for, among other things, Mr. Hoskins' continued participation in
Huntington's Incentive Compensation Plans, Stock Purchase and Tax Savings Plan,
Retirement Plans, and certain other benefits afforded to executive officers of
the Corporation until the Termination Date, at which time Mr. Hoskins will
retire as an officer and director of The Huntington National Bank and as an
officer of the Corporation and all affiliated companies. Mr. Hoskins will
receive a pro rata payment under the Corporation's Incentive Compensation Plans.
The Corporation will also reimburse Mr. Hoskins for certain tax and financial
planning expenses incurred prior to June 30, 1997. The Corporation will provide
Mr. Hoskins with a retirement benefit equal to $100,000 per year. Mr. Hoskins
has agreed to forego the exercise of certain stock options and has agreed not to
engage in the banking business with any financial institution having more than
5% of its loans or deposits located in Ohio. The Corporation has agreed to
indemnify Mr. Hoskins to the extent permitted by Maryland law from any claims
arising from the performance of his duties as an officer or director of the
Corporation or any affiliated company.

Mr. Hoskins also has an Executive Agreement with the Corporation, which
terminates on June 30, 1997, or upon such earlier date that his employment with
the Corporation terminates. Mr. Hoskins' Executive Agreement provides that, if a
change in control of the Corporation occurs and Mr. Hoskins makes a good faith
determination that his employment status or responsibilities have been
materially and adversely affected thereby or if his employment is terminated
after a change in control, Mr. Hoskins is entitled to receive an amount equal to
three times his then current annual base salary. Mr. Hoskins is also entitled to
receive three times the average bonus or incentive compensation paid to him in
respect of the three fiscal years preceding his termination. The

<PAGE> 18

Corporation will maintain for Mr. Hoskins' benefit, until the earlier of two
years from his 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 he was entitled to participate in or receive prior to
his termination. In the event the payments to be received by Mr. Hoskins are
subject to any federal or state excise tax, the Corporation will pay an
additional amount to him such that the net amount retained by him after payment
of any such tax will be equal to the amount which he was entitled to receive
before application of such taxes. Mr. Hoskins' Executive Agreement also provides
that the Corporation will pay the cost of legal counsel for Mr. Hoskins in the
event Mr. Hoskins is required to enforce any of the rights granted under his
Executive Agreement through litigation or other legal action.

<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS

NUMBER OF
SECURITIES
UNDERLYING PERCENT OF TOTAL GRANT DATE
OPTIONS OPTIONS GRANTED TO EXERCISE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE
NAME (#)(1) FISCAL YEAR ($/SH)(2) DATE ($)(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank Wobst 164,999 21.6% $21.875 5/15/06 $923,994
Zuheir Sofia 82,499 10.8 21.875 5/15/06 461,994
W. Lee Hoskins -0- -0- -- -- --
Gerald R. Williams 21,999 2.9 21.875 5/15/06 123,194
Judith D. Fisher 22,000 2.9 21.875 5/15/06 123,200
</TABLE>
- ---------------

(1) Figures reflect the effect of a ten percent stock dividend paid July
31, 1996. The options granted to each named executive officer become
exercisable in equal increments on each of the first four
anniversaries of the May 15, 1996 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 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.

<PAGE> 19

(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 ten
percent stock dividend paid July 31, 1996.

(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 16.9%, 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
1996, which was 3.35%. 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 1996 to the named executive
officers was $1,632,382, representing approximately .051% of the
value, on the date of grant, of all shares of the Corporation
outstanding at the date of grant.
- ----------------

<PAGE> 20

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

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

SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frank Wobst 69,417 1,009,899 564,017/ 8,151,256/
345,463 2,503,309
Zuheir Sofia 178,756 2,324,255 50,532/ 462,523/
161,902 1,140,479
W. Lee Hoskins 222,867 1,997,909 0/ 0/
90,230 870,074
Gerald R. Williams -0- -0- 85,291/ 1,444,815/
45,818 329,404
Judith D. Fisher 6,666 48,898 16,604/ 147,960/
42,930 294,125

<FN>
- ---------------

(1) The actual number of shares received may be less than indicated in
the event the optionholder elected to have shares withheld for the
payment of the exercise price or withholding tax liability.

(2) Adjusted for stock splits and stock dividends paid after the date of grant.

(3) An option is in-the-money if the fair market value of the underlying
Common Stock exceeds the exercise price of the option.
- ----------------
</TABLE>

<PAGE> 21

LONG-TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE-BASED
----------------------------------------------------
PLAN(2)
-------

PERFORMANCE OR
NUMBER OF OTHER PERIOD UNTIL
SHARES, UNITS, MATURATION OR
NAME OR OTHER RIGHTS PAYOUT THRESHOLD TARGET MAXIMUM
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank Wobst (1) (2) $156,231 $216,988 $867,950
Zuheir Sofia (1) (2) 90,756 126,050 403,360
W. Lee Hoskins (1) (2) 90,756 126,050 403,360
Gerald R. Williams (1) (2) 50,400 70,000 168,000
Judith D. Fisher (1) (2) 45,000 62,500 150,000

<FN>
- -----------------

(1) Each named executive officer has been selected by the Compensation
and Stock Option Committee of the Board of Directors to participate in
the cycle of the Long-Term Incentive Compensation Plan which began on
January 1, 1996 and will end on December 31, 1998 (the "1996 Cycle").
Awards based on a percentage of base salary will be paid at the end of
the cycle if the Corporation's performance achieves the established
threshold or higher. Under the terms of Mr. Hoskins' amended Employment
Agreement, any award payable to Mr. Hoskins will be prorated based on
the number of full months he works during the 1996 Cycle prior to his
termination, up to a maximum of one and one-half years.

(2) The Long-Term Incentive Compensation Plan measures the Corporation's
performance over three-year cycles with a new cycle beginning every
other year. For cycles beginning on and after January 1, 1996, the
Corporation's 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 Compensation and Stock Option
Committee during the first 90 days of each performance cycle. At the
end of each performance cycle, the Compensation and Stock Option
Committee will review the performance of the Corporation against the
established performance goals. No award will be made for any cycle if
the Corporation's performance is below the threshold level. The figures
in the table are based on base salaries as of December 31, 1996.
- -----------------
</TABLE>

<PAGE> 22

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE

REMUNERATION 15 20 25 30 35
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$200,000 $114,388 $114,388 $114,388 $114,388 $114,388
225,000 130,638 130,638 130,638 130,638 130,638
250,000 146,888 146,888 146,888 146,888 146,888
400,000 244,388 244,388 244,388 244,388 244,388
450,000 276,888 276,888 276,888 276,888 276,888
500,000 309,388 309,388 309,388 309,388 309,388
750,000 471,888 471,888 471,888 471,888 471,888
925,000 585,638 585,638 585,638 585,638 585,638
950,000 601,888 601,888 601,888 601,888 601,888
975,000 618,138 618,138 618,138 618,138 618,138
</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

<PAGE> 23

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 1996, this limit was
$150,000. Code Section 415 limits the annual benefit amount that a participant
may receive under the Retirement Plan. For 1996 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 1996 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 22.5 for Mr.
Wobst, 25.33 for Mr. Sofia, 5.17 for Mr. Hoskins, 7.75 for Mr. Williams, and
9.33 for Ms. Fisher. Messrs. Hoskins and Williams and Ms. Fisher did not
participate in the SERP in 1996.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation and Stock Option Committee is composed of Don Conrad,
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
served as Chairman of the Board of Directors of Huntington Bancshares Kentucky,
Inc. from its inception in 1985 until its dissolution in 1996.

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.

<PAGE> 24

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 five times
in 1996 to review and approve executive compensation matters.

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

(1) Ensure a strong linkage between corporate, unit, and individual
performance and total compensation.

(2) Integrate compensation programs with the Corporation's annual and
long-term strategic goals.

(3) Encourage long-term strategic management and enhancement of shareholder
value through equity awards.

(4) Attract and retain key executives critical to the long-term success of
the Corporation by providing a fully competitive 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
employment agreements with the Corporation (the "Existing Contracts") which
remained in effect during 1996. The Existing Contracts, among other things,
establish minimum base salaries and participation in the Corporation's incentive
compensation plans (see "Employment and Executive Agreements" above). Although
Mr. Hoskins' employment agreement will expire on or before June 30, 1997, Mr.
Hoskins' compensation for 1996 was based on the terms of his Existing Contract.
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

An executive's 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

<PAGE> 25

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).

Mr. Wobst received a salary increase of 7.4% effective January 1,
1996, which was the first merit adjustment in base salary he had received since
January 1, 1994. The increase represented recognition of Mr. Wobst's continued
leadership role in the strong financial performance of the Corporation,
including the growth in the Corporation's stock price during 1995 of 46.1%. Also
recognized were the Corporation's asset growth in 1995 and the continued
progress in the Corporation's implementation of new delivery channels.

ANNUAL CASH INCENTIVE AWARDS

Under the Corporation's Incentive Compensation Plan in effect for
1996, 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 1996
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 1996. The higher the
ROAE target, the larger the percentage of base salary is applied for this
purpose.

For 1996, the range of incentive opportunity as a percentage of base
salary did not change from the previous year. ROAE targets that were set for
1996 had no predetermined relationship to the ROAE 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 1996 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 1996, Mr. Wobst's award was
$559,828.

<PAGE> 26

LONG-TERM INCENTIVE AWARDS

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

The Long-Term Incentive Compensation Plan measures the Corporation's
performance over three-year cycles with a new cycle beginning every other year.
The Committee selects as participants for each cycle those officers who, in the
opinion of the Committee, will significantly contribute to the long-term
strategic performance and growth of the Corporation. Each of the named executive
officers was selected by the Committee to participate in the cycle that began on
January 1, 1996, and will end on December 31, 1998. Each of the named executive
officers was also previously selected by the Committee to participate in the
cycle that began on January 1, 1994, and ended on December 31, 1996 (the "1994
Cycle").

This Plan was amended and approved by the shareholders in 1996 for
cycles beginning on and after January 1, 1996. However, the following
description of awards paid to executive officers for performance during the 1994
Cycle refers to awards determined pursuant to the Long-Term Incentive
Compensation Plan as previously approved by shareholders in 1992.

For the 1994 Cycle, awards under the Long-Term Incentive Compensation
Plan were based on a comparison of the Corporation's three-year average return
on beginning equity ("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 was 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 remained fixed for the cycle, and consisted of 41 banking
organizations (including the Corporation) of which 32 are included in the KBW 50
Total Return Index.

To determine the awards, members of the peer group are ranked
according to their ROBEs and the ranked list is divided into quarters. A
specific percentage of an executive officer's base salary at the end of the
cycle is awarded to the executive if the Corporation's ROBE equals or exceeds
that of the highest performing banking organization in the lowest quartile of
the peer group (the "threshold level"). The percentage of base salary awarded to
an executive officer increases incrementally between the threshold and target
levels of performance as well as between the target and maximum levels of
performance, although at different rates, as the Corporation's relative ROBE
improves. No award would have been made pursuant to the Long-Term Incentive
Compensation Plan with respect to the 1994 Cycle if the Corporation's ROBE for
that cycle had been below the threshold level, and the maximum award would be
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.

<PAGE> 27

The Corporation's three-year average ROBE for the cycle ended
December 31, 1996, resulted in performance at the 76th percentile of the peer
group. Since that performance exceeded the maximum specified by the plan, awards
were made equaling 50% of participant's base salary. Under the formula, Mr.
Wobst received an award valued at $433,975.

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.

Data from three surveys published by nationally known compensation
and human resources consulting firms was reviewed by the Committee to determine
competitive benchmarks for awarding 1996 options. Two of the surveys provided
industry comparisons for financial organizations of generally comparable asset
size, the first of which represented data from 74 financial institutions while
the second represented 119 banking organizations. Additional comparisons were
provided by a general industry survey representing 608 companies, of which 72
were financial organizations. Competitive grants were considered by using
sources presenting data as a percentage of base salary 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 1996.

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 1996 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 1996, the Committee awarded stock options to 242 employees in a
total amount equal to .52% of the Corporation's average shares of Common Stock
outstanding for the year. Mr. Wobst received 21.6% of all option shares granted,
or 164,999 shares, as adjusted for a ten percent stock dividend paid in July
1996. The option shares granted to the named executive officers had a value at
grant, adjusted for the stock dividend paid in July 1996, of $21.875 per share.
Additional detail on executive stock option 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

<PAGE> 28

in excess of $1,000,000 provided the payment of such compensation qualifies for
an exception under Section 162(m), including an exception for certain
performance-based compensation.

The Committee believes that Section 162(m) should not cause the
Corporation to be denied a deduction for 1996 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

Timothy P. Smucker, Chairman
Don Conrad
George A. Skestos

<PAGE> 29

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, 1991, through December 31, 1996. An investment
of $100 on December 31, 1991, and the reinvestment of all dividends are assumed.

[GRAPH]

<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) HBAN KBW S&P
<S> <C> <C> <C>
1991 100 100 100
1992 151 128 108
1993 178 134 118
1994 169 128 120
1995 258 204 165
1996 319 289 203

<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>

<PAGE> 30

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 51, 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 58, 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 39, has served as Vice Chairman of the Corporation
and as a director and President and Chief Operating Officer of The Huntington
National Bank since December 1996. Mr. Geier served as Executive Vice President
for the Corporation from November 1994 until December 1996 and as Executive
Director of Consumer Services from March 1994 to December 1996. 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 55, 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 56, has served as Chairman of The Huntington
National Bank since September 1993 and as a director and Chief Executive Officer
since joining The Huntington National Bank in November 1991. He also served as
President of the Huntington National Bank from November 1991 to December 1996.
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

<PAGE> 31

as Senior Vice President and Chief Economist of PNC Financial Corp. in
Pittsburgh, Pennsylvania. Mr. Hoskins has announced his retirement as an officer
and director of the Corporation and The Huntington National Bank. By an
amendment to his Employment Agreement with the Corporation, Mr. Hoskins will
continue to serve as a director and officer until June 30, 1997, or such earlier
date as the parties may mutually agree. Mr. Hoskins' term as a director of the
Corporation expires at the 1997 Annual Meeting of Shareholders, and Mr. Hoskins
is not a candidate for reelection.

THOMAS R. PAPROCKI, age 42, has served as Executive Vice President of
the Corporation and as President of Huntington Capital Corp. since October 1996.
Prior to joining the Corporation, Mr. Paprocki was Senior Vice President, Head
Fixed Income Trader and Director of Fixed Income Research for Robert W. Baird,
Inc., an investment broker/dealer firm, from December 1993 to October 1996. From
1988 to December 1993, Mr. Paprocki served as Executive Vice President in charge
of capital markets activities for Mesirow Financial, Inc., an investment
broker/dealer firm.

LESLIE P. RIDOUT, JR., age 51, has served as Executive Vice President
of the Corporation since January 1997 and as Director of Human Resources of the
Corporation since January 1992. Mr. Ridout also served as Senior Vice President
of the Corporation from January 1992 to January 1997.

RONALD J. SEIFFERT, age 40, has served as Vice Chairman of the
Corporation and as a director and Vice Chairman of The Huntington National Bank
since December 1996. He served as Executive Vice President and Executive
Director of Commercial Services for the Corporation from January 1996 to
December 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 52, 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.

GERALD R. WILLIAMS, age 60, has served as Executive Vice President and
Chief Financial Officer of the Corporation from April 1989 to the present. Mr.
Williams has also served as Principal Accounting Officer since January 1997.
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.

<PAGE> 32

FRANK WOBST, age 63, has served as Chairman of the Board and Chief
Executive Officer of the Corporation from February 1981 to the present and as
Chairman of The Huntington Trust Company, National Association, from February
1988 to the present. Mr. Wobst has also served as a director of The Huntington
National Bank and the Corporation from the time he joined the Corporation in
1974 to the present. Mr. Wobst served as President of the Corporation from
February 1981 to October 1984, as President of The Huntington National Bank from
July 1974 until March 1983 and from March 1984 to September 1986 and as Chairman
of the Board and Chief Executive Officer of The Huntington National Bank from
February 1981 to September 1986.

PROPOSAL TO APPROVE THE AMENDED AND RESTATED 1994 STOCK OPTION PLAN

A proposal to approve the Huntington Bancshares Incorporated Amended
and Restated 1994 Stock Option Plan (the "Amended Plan"), will be presented at
the Annual Meeting of Shareholders. The Amended Plan was adopted as an integral
part of the Corporation's compensation program and was previously approved by
the Corporation's shareholders in 1994. The Board of Directors has amended the
1994 Stock Option Plan, subject to shareholder approval, and recommends that the
Corporation's shareholders approve the Amended Plan as described herein. The
material difference between the Amended Plan and the plan that was previously
approved by shareholders is that under the Amended Plan non-employee directors
of the Corporation and its subsidiaries are eligible for participation. The
Board of Directors has approved termination of the Directors' Retirement Plan
subject to and effective upon shareholder approval of the Amended Plan.

The Amended Plan is intended as an incentive to encourage stock
ownership by employees and non-employee directors of the Corporation and its
subsidiaries by granting them options to purchase Common Stock of the
Corporation so that they may acquire or increase their proprietary interest in
the success of the Corporation. All employees, full-time or part-time, and all
non-employee directors of the Corporation and its subsidiaries, are eligible if
selected by the Committee to be a participant. As of January 31, 1997, the
Corporation and its subsidiaries had 8,332 employees and the Corporation and its
subsidiaries had 66 non-employee directors. It is not possible to state in
advance the exact number or identity of the employees and non-employee directors
who would receive option grants under the Amended Plan. However, to qualify
grants made under the Amended Plan for exclusion from the deductibility limits
of Section 162(m) of the Internal Revenue Code, the Amended Plan stipulates that
the maximum number of shares which may be awarded during the term of the Amended
Plan to any one participant is 1,804,687 shares, subject to adjustment for stock
splits, stock dividends, and other changes in capitalization.

Options may be granted under the Amended Plan for a maximum of
8,662,500 shares of Common Stock of the Corporation, subject to adjustment for
stock splits, stock dividends, and other changes in capitalization. The shares
will be made available from authorized but unissued shares of Common Stock of
the Corporation. On February 13, 1997, the closing price per share of Common
Stock of the Corporation was $29.

The Amended Plan is administered by the Committee. The Committee
determines the employees and non-employee directors to whom options will be
granted, the number of shares subject to option, whether the options are
intended to qualify for favorable tax status ("incentive stock options"),
provided that non-employee directors are not eligible to receive incentive stock
options, or are not intended to so qualify ("non-statutory

<PAGE> 33

options"), and the other terms and conditions of the options, including any
performance related terms, which in any event must not be inconsistent with the
terms of the Amended Plan.

All options must be granted on or before April 21, 2004, and cannot be
exercisable after the expiration of ten years from the date of grant. The
exercise price must not be less than the fair market value of the underlying
shares of Common Stock of the Corporation on the date of grant. Options not yet
exercised are canceled upon termination of the optionholder's employment in the
case of an employee, or canceled within thirteen months of termination of
service as a director in the case of a non-employee director, for any reason
other than death, retirement, or termination following a change in control of
the Corporation or a disposition (other than a change in control) of
substantially all of the shares 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.

The transfer of stock options is limited. An optionholder may transfer
a non-statutory option to a revocable inter vivos trust as to which the
optionholder is the settlor, and may transfer a non-statutory option for no
consideration to a "Permissible Transferee." A Permissible Transferee is defined
as any member of the immediate family of the optionholder, any trust solely for
the benefit of members of the optionholder's immediate family, or any
partnership whose only partners are members of the optionholder's immediate
family. Any transferee shall remain subject to all of the terms and conditions
applicable to such non-statutory option and subject to the rules and regulations
prescribed by the Committee. Any permitted transfer shall consist of one or more
options covering a minimum of 5,000 shares. A non-statutory option may not be
retransferred by a Permissible Transferee except by will or the laws of descent
and distribution and then only to another Permissible Transferee. Other than as
described above, options are not transferable, except by will or the laws of
descent and distribution, and except that an optionholder may designate in
writing a beneficiary to exercise his or her non-statutory stock options after
the optionholder's death.

No option may be granted to any employee or non-employee director if,
upon the granting of the option, the number of shares of Common Stock then
subject to all options held by such employee or non-employee director plus the
shares of Common Stock then owned by such employee or non-employee director
would constitute more than 10% of the total combined voting power of all classes
of stock of the Corporation. No option may qualify as an incentive stock option
if the aggregate fair market value of the underlying shares (determined as of
the date of grant) with respect to which such option is exercisable for the
first time by any option holder during any calendar year under the Amended Plan
or any other incentive stock option plan of the Corporation or a parent company
of the Corporation exceeds $100,000.

Upon the exercise of an option, the underlying shares of Common Stock
must be paid for in full, either by check payable to the Corporation or by
delivery of Common Stock having a fair market value equal to the exercise price,
or in any combination thereof. The optionholder must pay to the Corporation an
amount equal to any tax which the Corporation is required to withhold under any
federal, state, or local tax laws. Payment of the exercise price or withholding
amount may be satisfied with respect to the exercise of any option by making an
election to either have the Corporation withhold from the shares otherwise to be
delivered such number of shares of the Corporation which have a fair market
value equal to the exercise price and/or the

<PAGE> 34

amount of the withholding requirement or deliver to the Corporation sufficient
shares of Common Stock having a fair market value equal to the exercise price or
the withholding requirement.

Generally, no income is recognized when either type of option is
granted to the optionholder. Upon the exercise of a non-statutory option, the
excess of the fair market value of the shares on the date of exercise over the
option price is ordinary income to the optionholder at the time of the exercise.
The tax basis for the shares purchased is their fair market value on the date of
exercise. Any gain realized upon a later sale of the shares for an amount in
excess of their tax basis will be taxed as capital gain, with the character of
the gain (short-term or long-term) dependent upon how long the shares were held.
The Corporation is entitled to a tax deduction equal to the amount of the
ordinary income recognized by the optionholder in connection with the exercise
of a non-statutory option.

No income is recognized by the optionholder upon the exercise of an
incentive stock option. The tax basis of the shares acquired will be the
exercise price. In order to receive this favorable tax treatment, shares
acquired pursuant to the exercise of an incentive stock option may not be
disposed of within two years after the date the option was granted nor within
one year after the exercise date, whichever is longer. If the shares are sold
before the end of the longer of these holding periods, the lesser of (i) the
difference between the exercise price and the value of the shares on the date of
exercise, or (ii) the total gain on the sale, is taxed as ordinary income and
the balance, if any, as short-term or long-term capital gain, depending upon how
long the shares were held. If these holding periods are met, all gain realized
upon a later sale of the shares for an amount in excess of the tax basis will be
taxed as capital gain. No deduction is available to the Corporation in
connection with the exercise of incentive stock options if the holding periods
discussed above are met.

The following table indicates the options that have been granted to
date to the specified persons and groups under the 1994 Stock Option Plan.

<TABLE>
<CAPTION>
Option Recipients Stock Options Received
- ----------------- ----------------------
<S> <C>
Frank Wobst 453,746
Zuheir Sofia 212,434
W. Lee Hoskins 144,372
Gerald R. Williams 60,977
Judith D. Fisher 59,534
All Current Executive Officers as a Group 1,099,422
All Employees 1,544,927
</TABLE>

Non-employee directors will not be eligible to participate in the 1994
Stock Option Plan prior to approval by shareholders. Nominees for election as
directors and associates of directors, nominees, or

<PAGE> 35

executive officers who are not employees are not eligible to participate. No
options have been granted under the Amended Plan to non-employee directors and
it is contemplated that no options will be granted to such non-employee
directors until after the shareholders approve the Amended Plan.

The Board of Directors of the Corporation may amend, modify, or
terminate the Amended Plan at any time without shareholder approval unless such
approval otherwise is required by applicable law. No action may be taken by the
Corporation which would impair the validity of any then outstanding option or
which would prevent any then outstanding incentive stock options from qualifying
as such.

A resolution calling for the approval of the Amended Plan will be
introduced at the meeting. The persons appointed as proxies will vote FOR this
proposal, unless otherwise directed. If the Amended Plan is not approved by the
Corporation's shareholders before June 30, 1997, the 1994 Stock Option Plan will
not be amended to provide for the participation of non-employee directors. In
addition, if the shareholders do not approve the Amended Plan, the resolution of
the Board of Directors approving the termination of the Directors' Retirement
Plan will lapse and be of no force and effect.

The Corporation believes that its stock option 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. The
Corporation believes that making non-employee directors eligible for stock
options will also help to attract and retain qualified directors, and further
that making non-employee directors eligible for grants of stock options is more
aligned with shareholder interests than the Directors' Retirement Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL OF THE AMENDED 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 1997. 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
1997 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.

<PAGE> 36

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 persons") 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 1996, all filing
requirements applicable for reporting persons were met.

PROPOSALS BY SHAREHOLDERS FOR 1998 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 1998, 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 October 23, 1997. In addition, the
Corporation's Bylaws establish advance notice procedures as to (1) business to
be brought before an annual meeting of shareholders other than by or at the
direction of the Board of Directors, and (2) the nomination, other than by or at
the direction of the Board of Directors, of candidates for election as
directors. Any shareholder who wishes to submit a proposal to be acted upon at
next year's annual meeting or who wishes to nominate a candidate for election as
a director should obtain a copy of these Bylaw provisions and may do so by
written request addressed to the Secretary of the Corporation at the principal
executive offices of the Corporation.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no other
business that will come before the meeting. Should any other matter requiring a
vote of the shareholders arise, the proxy in the enclosed form confers upon the
person or persons designated to vote the shares discretionary authority to vote
the same with respect to any such other matter in accordance with their best
judgment.

The Corporation's 1996 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 1996 AND ADDITIONAL COPIES OF
THE 1996 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 Corporation's 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.

<PAGE> 37

HUNTINGTON BANCSHARES INCORPORATED

AMENDED AND RESTATED
--------------------
1994 STOCK OPTION PLAN
----------------------

1. PURPOSE. This Amended and Restated 1994 Stock Option Plan is intended as
an incentive to encourage stock ownership by employees and Eligible Directors of
Huntington Bancshares Incorporated or its subsidiaries by granting them
Incentive Stock Options and/or Non-Statutory Stock Options to purchase its
shares so that they may acquire or increase their proprietary interest in the
success of the Company.

2. DEFINITIONS. For purposes of the Plan, the following terms shall have
the following meanings:

(i) "Change in Control" 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(j) of Regulation Y ("Regulation Y") issued by the Board of
Governors of the Federal Reserve System), other than the Company or any
employee stock ownership, profit-sharing, salary adjustment or other
employee benefit plan of the Company, a majority of each class of equity
securities of which is directly or indirectly owned by HBI 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 HBI or control
or the power to vote 10% or more (but less than 25%) of the votes
attributable to the voting securities of HBI if no other person will own a
greater percentage of the votes attributable to such voting securities
immediately after the acquisition transaction; (ii) HBI 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 HBI outstanding immediately prior to such acquisition
or combination; or (iii) any Person, acting alone or through or in concert
with one or more Person, shall elect, at one or more meetings of
shareholders of HBI, a majority of the members of HBI's Board of Directors
who were not members of, or elected or recommended by, the previously
existing Board of Directors of HBI. In defining "Control," all voting
securities of HBI shall be considered to be a single class.

(ii) "Committee" shall mean the Compensation and Stock Option
Committee of the Board of Directors of HBI.

<PAGE> 38

(iii)"Company" shall mean HBI and its direct or indirect, present or
future, subsidiaries.

(iv)"Date of Grant" shall mean the date on which the Committee
approves the granting of an option.

(v) "Eligible Director" shall mean an individual who is now, or
hereafter becomes, a member of the Board of Directors of the Company and
who is neither an employee nor an officer of the Company.

(vi) "Expiration Date" shall mean the last day of the period during
which an option granted under this Plan may be exercised.

(vii)"Fair market value" of shares shall mean the mean between the
closing highest and lowest selling prices at which such stock was sold on
the Grant Date on the NASDAQ National Market. In the event the Date of
Grant or the date of exercise, as applicable, falls on a weekend or
holiday, the fair market value shall be determined as of the business day
immediately preceding the applicable Date of Grant or date of exercise. In
any other situation not covered by the foregoing, "fair market value" shall
be determined in good faith by the Committee, using principles consistent
with the intent and purpose of Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations issued pursuant thereto.

(viii) "HBI" shall mean Huntington Bancshares Incorporated.

(ix) "Incentive Stock Option" shall have the meaning defined in
Section 422 of the Internal Revenue Code of 1986 as in effect on the
effective date of this Plan.

(x) "Non-Statutory Stock Option" shall mean a stock option not defined
in Section 422 of the Internal Revenue Code of 1986 as in effect on the
effective date of this Plan and not intended to qualify as an "Incentive
Stock Option".

(xi) "Optionholder" shall mean an employee or Eligible Director of the
Company to whom an option has been granted under the Plan.

(xii)"Other Termination" shall mean the termination of the employment
or the directorship of an Optionholder, as the case may be, for any reason
following a Change of Control or following the disposition other than in a
Change of Control, directly or indirectly, of substantially all of the
stock or assets of the Company to any person or entity other than the
Company.

(xiii) "Parent" and "subsidiary" shall have the meanings set forth in
Section 424 of the Internal Revenue Code of 1986, as amended.

(xiv) "Plan" shall mean the Amended and Restated Huntington Bancshares
Incorporated 1994 Stock Option Plan as set forth herein and as amended from
time to time.

<PAGE> 39

(xv) "Retirement" shall mean, in the case of an employee, the
retirement from the employ of the Company under one or more of the
retirement plans of the Company and, in the case of an Eligible Director,
shall mean the date when the Eligible Director is no longer serving as a
member of the Board of Directors of the Company and is no longer eligible
to be re-elected as a director of the Company pursuant to the mandatory
retirement provisions of the Company's by-laws and other applicable law.

3. ELIGIBILITY. All employees, full-time or part-time, of the Company,
including those employees who are also directors of HBI, and all Eligible
Directors shall be eligible to receive options pursuant to the Plan if selected
pursuant to Section 5 as a Plan participant. More than one option may be granted
to an employee or an Eligible Director, provided, however, in no event shall any
employee or Eligible Director be eligible to receive options to purchase more
than ONE MILLION EIGHT HUNDRED FOUR THOUSAND SIX HUNDRED EIGHTY SEVEN
(1,804,687) shares under this Plan subject to adjustment for stock splits, stock
dividends or other changes in the capitalization of HBI.

4. SHARES SUBJECT TO PLAN. Options may be granted under the Plan only for
common shares of HBI. The number of shares for which options may be granted
under the Plan shall be EIGHT MILLION SIX HUNDRED SIXTY TWO THOUSAND FIVE
HUNDRED (8,662,500). If during the term of the Plan there shall be a stock
split, stock dividend or other change in the capitalization of HBI, the number
of shares for which options may be granted under this Plan and the number of
shares for which options have been granted hereunder shall be appropriately and
proportionately adjusted to reflect the same. Any fractional share shall be
rounded down to a whole share. The number of shares for which options may be
granted or have been granted hereunder shall be made available from authorized
but unissued or reacquired common shares of HBI. Any shares for which an option
is granted hereunder which are released from such option, for any reason, shall
be available for other options under this Plan.

<PAGE> 40

5. GRANT OF OPTIONS. The Committee shall from time to time determine: (i)
those employees and/or Eligible Directors of the Company to whom options to
purchase shares shall be granted under this Plan, (ii) the number of shares
which shall be subject to each option as granted, (iii) whether such option is
an Incentive Stock Option or a Non-Statutory Stock Option, provided, however,
that any option that is granted to an Eligible Director may only be a
Non-Statutory Stock Option, and (iv) such other terms and conditions of the
option which are not inconsistent with this Plan.

No option shall be granted to any employee or Eligible Director if, upon
the granting of such option, the number of shares then subject to all options to
purchase held by the employee or Eligible Director, as the case may be, plus the
shares then owned by such employee or Eligible Director, would constitute more
than 10% of the total combined voting power of all classes of stock of HBI. For
the purpose of the preceding sentence, an employee or an Eligible Director shall
be deemed to own all shares which are attributable to him or her under Section
424(d) of the Internal Revenue Code of 1986, as amended, including, without
limiting the generality of the foregoing, shares owned by his or her brothers,
sisters, spouse, ancestors and lineal descendants.

6. OPTION AGREEMENT. Options granted pursuant to the Plan shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. All such option agreements shall incorporate this Plan by reference,
shall be subject to all the terms and conditions of the Plan and shall include
the following information:

(a) TYPE OF OPTION. Each option agreement shall designate whether the
option thereby granted is an Incentive Stock Option or a Non-Statutory
Stock Option and shall state the number of shares for which it is granted.
Provided, however, that no option shall qualify as an Incentive Stock
Option if the aggregate fair market value of the stock (determined as of
the Date of Grant) with respect to which such option is exercisable for the
first time by

<PAGE> 41

any Optionholder during any calendar year under this Plan or any other
incentive stock option plan of HBI exceeds One Hundred Thousand Dollars
($100,000). Any option failing to qualify as an Incentive Stock Option
under the preceding sentence of this subsection (a) shall be deemed a
Non-Statutory Stock Option and all terms and conditions applicable to
Non-Statutory Stock Options shall apply. Notwithstanding the foregoing, any
option that is granted to an Eligible Director pursuant to the Plan shall
be a Non-Statutory Stock Option.

(b) DATE OF GRANT. Each option agreement shall state the Date of Grant
of the option thereunder and the period during which such option may be
exercised, which period shall end not more than ten years after the Date of
Grant of such option. All options shall be granted on or before April 21,
2004.

(c) EXERCISE PRICE. Each option agreement shall state the option price
or the method by which the option price will be determined, which shall not
be less than the fair market value of the shares subject to the option on
the Date of Grant of such option.

(d) INITIAL EXERCISE DATE. Each option agreement shall indicate the
date upon which such option is exercisable for the first time by the
Optionholder or the method by which the date shall be determined.

7. TERMS AND CONDITIONS. Each option granted pursuant to the Plan shall be
subject to the following terms and conditions:

(a) EXERCISE UPON DEATH. Upon the death of any Optionholder (1) while
in the employ of the Company, or (2) while serving as a member of the Board
of Directors of the Company, or (3) after Retirement, but prior to the
exercise in full of any option granted to such Optionholder, the
Optionholder's executor, administrator or such other person or persons to
whom the option shall pass by testamentary transfer, bequest or by the
operation of the laws of descent and distribution, may exercise any option
then unexercised in full

<PAGE> 42

within the period ending upon the earlier of the Expiration Date of the
option or the date thirteen months after the Optionholder's death, and may
then purchase all or any part of the shares subject to the option, whether
or not such option is then exercisable in full pursuant to its terms.

(b) EXERCISE UPON RETIREMENT OR OTHER TERMINATION. Upon the Retirement
of an Optionholder or upon the Other Termination of an Optionholder's
employment prior to the exercise in full of any Incentive Stock Option,
such Optionholder may exercise any such Incentive Stock Option then
unexercised within the period ending upon the earlier of the Expiration
Date of such Incentive Stock Option or the date three months after
Retirement or Other Termination of such Optionholder's employment, and may
then purchase all or any part of the shares subject to the option, whether
or not such option is then exercisable in full pursuant to its terms.

Upon the Retirement of an Optionholder or upon the Other Termination
of an Optionholder's employment or service as a director prior to the
exercise in full of any Non-Statutory Stock Option, such Optionholder may
exercise any such Non-Statutory Stock Option then unexercised within the
period ending upon the Expiration Date of such Non-Statutory Stock Option,
and may then purchase all or any part of the shares subject to the option,
whether or not such option is then exercisable in full pursuant to its
terms.

(c) EXERCISE UPON LIQUIDATION. If HBI shall liquidate, dissolve, or
shall be a party to a merger or consolidation to which the Company shall
not be the surviving corporation (other than in a "Change in Control"), HBI
shall give written notice thereof to all Optionholders under this Plan at
least thirty days prior thereto, and such Optionholders shall have the
right within such thirty-day period to exercise their options in full to
the extent not previously exercised; provided, however, that in no event
shall such options be exercised

<PAGE> 43

after the specific Expiration Date set forth therein. To the extent that
options shall not have been exercised on or prior to the effective date of
such liquidation, dissolution, merger or consolidation, such options shall
terminate on that date unless the surviving corporation (or its parent or
subsidiary) in any such merger or consolidation shall substitute or assume
the option in a transaction to which Section 424(a) of the Internal Revenue
Code of 1986, as amended, applies.

(d) NON-TRANSFERABILITY. Except as provided below, no option shall be
transferable by the Optionholder, except by will or the laws of descent and
distribution, and shall be exercisable during his or her lifetime only by
such Optionholder. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon
the option, shall thereupon cause the option to terminate and be cancelled,
and such option shall then be null and void and without effect.

Notwithstanding the above, an Optionholder may, to the extent provided
in this Plan: (a) designate in writing a beneficiary to exercise his or her
Non-Statutory Stock Option after the Optionholder's death; (b) transfer a
Non-Statutory Stock Option to a revocable inter vivos trust as to which the
Optionholder is the settlor; and (c) transfer a Non-Statutory Stock Option
for no consideration to any of the following permissible transferees (each
a "Permissible Transferee"): (w) any member of the Immediate Family of the
Optionholder to whom such Non-Statutory Stock Option was granted, (x) any
trust solely for the benefit of members of the Optionholder's Immediate
Family, or (y) any partnership whose only partners are members of the
Optionholder's Immediate Family; and further provided that (i) the
transferee shall remain subject to all of the terms and conditions
applicable to such Non-Statutory Stock Options prior to and after such
transfer; and (ii) any such transfer shall

<PAGE> 44

be subject to and in accordance with the rules and regulations prescribed
by the Committee in accordance with Section 9 herein. Any such transfer to
a Permissible Transferee shall consist of one or more options covering a
minimum of five thousand (5,000) option shares. A Non-Statutory Stock
Option may not be retransferred by a Permissible Transferee except by will
or the laws of descent and distribution and then only to another
Permissible Transferee. In the case of (b) and (c), the option shall only
be exercisable by the trustee or Permissible Transferee, as applicable. For
the purposes of this Section 7(d), "Immediate Family" means, with respect
to a particular Optionholder, such Optionholder's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, and shall include adoptive relationships.

(e) TERMINATION OF OPTION. Notwithstanding the first sentence of
Section 6(b), each option granted to an employee of the Company pursuant to
the Plan shall terminate and be cancelled upon the termination of the
employment with the Company for any reason other than the death,
Retirement, or Other Termination of such an Optionholder's employment.
Notwithstanding the first sentence of Section 7(b), upon the termination of
an Eligible Director's service as a director of the Company for any reason
other than the death, Retirement, or Other Termination of such
Optionholder, such Optionholder may exercise any Non-Statutory Stock Option
then unexercised within the period ending upon the earlier of (1) the
Expiration Date of such Non-Statutory Stock Option , or (2) the date
thirteen months after the termination of such Eligible Director's
directorship, or (3) the date that the Committee, in its sole discretion,
cancels and terminates any such unexercised Non-Statutory Stock Option.

<PAGE> 45

8. EXERCISE PROCEDURE. Subject to the limitations upon exercise imposed
under Sections 6(b), and 7(a), (b), (c), and (e) of the Plan, all options
granted under the Plan may be exercised in accordance with the following
requirements:

(a) Each option may be exercised in full or in any part at any time
during the period of the option, to the extent then exercisable, but not in
an amount less than fifty shares (or the remaining shares then covered by
the option, if less then fifty shares).

(b) Each option may be exercised by mailing or delivering to HBI at
the office of its Corporate Compensation Department (or other person
designated by the Committee) a written notice of exercise signed by the
person entitled to exercise the option, and stating the number of shares
with respect to which it is then being exercised.

(c) The date of exercise shall be the date such written notice of
exercise is received, if delivered by hand or through inter-company mail,
or, if mailed, the date of the legible postmark stamped on the envelope by
the U.S. Postal Service (metered dates shall not be accepted). Provided,
however, if the date of exercise as determined above shall be the record
date for the payment of a dividend by HBI, such written notice of exercise
must be received prior to 12:00 noon on the dividend record date;
otherwise, the date of exercise shall be the first business day immediately
following the dividend record date.

(d) Each written notice of exercise shall be accompanied by the
payment either (i) by check payable to HBI in the amount of the purchase
price of the shares then being purchased, or (ii) in shares of HBI having a
fair market value equal to the purchase price of the shares then being
purchased, or by written direction to HBI signed by the person entitled to
exercise the option to withhold from the shares otherwise to be delivered
on the exercise of the option that number of shares of HBI having a fair
market value equal to the exercise price, or any combination thereof.

<PAGE> 46

(e) Upon the exercise of any option, the Optionholder shall be
required to pay, or make satisfactory provision for payment, to HBI of an
amount equal to any tax which HBI is required to withhold under any
federal, state or local tax laws in connection with the exercise of any
option granted under this Plan. The Optionholder may satisfy this
obligation, in whole or in part, with respect to any option exercised by
making an election ("Election") at the time the Optionholder provides
written notice of exercise to HBI pursuant to Section 8(b) above to either
(i) have HBI withhold from the shares otherwise to be delivered on the
exercise of the option that number of shares of HBI having a fair market
value equal to the amount of the withholding requirement, or (ii) to
deliver to HBI sufficient shares of HBI having a fair market value equal to
the amount of the withholding requirement. Such shares shall be valued at
their fair market value on the date that income from the exercise of such
option becomes taxable ("Tax Date"). At the time of making an Election, the
Optionholder may certify to the Committee the rates (which shall not exceed
the maximum Federal and the maximum state statutory rates applicable to the
income of individuals for the year in which Tax Date occurs, exclusive of
any effect that losses of deduction or credits at various income levels may
have on such Optionholder's taxes) at which the Optionholder, upon adequate
investigation, expects his or her income from the shares to be taxed and
requests that withholding with respect to Federal and state income taxes be
made at such rates. Delivery of or withholding of fractional shares shall
not be permitted.

Upon receipt of payment of the exercise price or written direction
with respect to such exercise price and upon payment or satisfactory
provision for payment of any taxes due on the exercise of any option, HBI
shall issue and deliver to the person exercising the option a certificate
or certificates for the shares with respect to which the option shall have
been so

<PAGE> 47

exercised (less any shares withheld in payment of the exercise price or any
withholding requirement), dated as of the date of exercise.

9. AUTHORITY OF THE COMMITTEE.

(a) Subject to the express provisions of the Plan, the Committee shall
have the authority to construe and interpret the Plan and any option
granted hereunder and to establish, amend and rescind rules and regulations
for its administration, and it shall have such additional authority as the
Board of Directors may from time to time determine to be necessary or
desirable.

(b) In addition to such other rights of indemnification which they may
have as directors, the members of the Committee shall be indemnified by HBI
against the reasonable expenses, including attorneys fees, incurred in
connection with the defense of any action, suit or proceeding, or in
connection any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with
the Plan or any option granted hereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by legal
counsel selected by HBI) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or gross misconduct in the
performance of his duties; provided that within sixty days after
institution of any such action, suit or proceeding, a Committee member
shall in writing offer HBI the opportunity, at its sole expense, to handle
and defend the same.

10. GENERAL.

(a) HBI, by action of its Board of Directors, reserves the right to
amend, modify or terminate this Plan at any time, except that no action
shall be taken by HBI which will

<PAGE> 48

impair the validity of any option then outstanding or which will prevent
options issued or to be issued under this Plan from being Incentive Stock
Options.

(b) No Optionholder under this Plan shall have any rights as a
shareholder or otherwise with respect to stock subject to the option until
the option shall have been exercised with respect to such stock as herein
provided. No option granted under this Plan shall be exercised before the
stock subject to the Plan has been registered or qualified for sale under
appropriate federal and state securities laws.

(c) This Plan, and all options granted hereunder, shall be subject to
and interpreted and construed under the laws of the State of Ohio.

(d) This Plan is effective on the date of its adoption by HBI's Board
of Directors, provided it is approved by the shareholders of HBI. If not so
approved, the 1994 Stock Option Plan shall continue as the same was in
effect prior to the adoption of the amendments thereto and all options
granted thereunder shall remain in full force and effect.

<PAGE> 49
Go to the bank without going to the Bank.

[Graphic: man seated in front of computer monitor, with feet on desk]

Get on line. www.huntington.com

[Logo] Huntington Banks
Take control of your money.(SM)

Member FDIC. Huntington(R) and Huntington Banks(R) are federally registered
service marks of Huntington Bancshares Incorporated. (C) 1997 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 24, 1997, and at any adjournment or
adjournments thereof as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3.
<TABLE>
<S> <C>
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) 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.)

Robert H. Schottenstein Zuheir Sofia William J. Williams

2. Approval of the Huntington Bancshares Incorporated Amended and Restated 1994 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

<PAGE> 50

Fold and Detach Here

3. Ratification of the appointment of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. 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 AMENDED AND RESTATED
1994 STOCK OPTION 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:_______________________,1997

__________________________________
(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
Go to the bank without going to the Bank.

[Graphic: man seated in front of computer monitor, with feet on desk]

Get on line. www.huntington.com

[Logo] Huntington Banks
Take control of your money.(SM)

Member FDIC. Huntington(R) and Huntington Banks(R) are federally registered
service marks of Huntington Bancshares Incorporated. (C) 1997 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 24, 1997, and at any adjournment or adjournments thereof as
follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3.

<TABLE>
<S> <C>
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) 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.)

Robert H. Schottenstein Zuheir Sofia William J. Williams

2. Approval of the Huntington Bancshares Incorporated Amended and Restated 1994 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

<PAGE> 52

Fold and Detach Here

3. Ratification of the appointment of Ernst & Young LLP to serve as
independent auditors for the Corporation for the year 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. 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 AMENDED AND RESTATED 1994 STOCK OPTION
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:________________________, 1997