As filed with the Securities and Exchange Commission on ~~March 16, 2004~~February 26, 2007

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed joint proxy statement/prospectus.

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~of 1933,~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The board of directors of ~~Unizan~~Huntington Bancshares Incorporated, or Huntington, and the board of directors of Sky Financial ~~Corp. has unanimously approved~~Group, Inc., or Sky, have agreed to a strategic combination of the two companies under the terms of the Agreement and Plan of Merger, dated as of December 20, 2006 and referred to in this document as the merger agreement, by and among Huntington, Penguin Acquisition, LLC, a wholly owned subsidiary of ~~Unizan~~Huntington, or Merger Sub, and Sky. At the effective time of the merger, Sky will merge with and into ~~Huntington Bancshares Incorporated.~~

If the merger is completed, ~~you~~Sky shareholders will have the right to receive ~~1.1424~~1.098 shares of Huntington common stock and a cash payment of $3.023 for each share of ~~Unizan~~Sky common stock ~~you hold~~held immediately prior to the merger. ~~The following table shows~~This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing of the merger. Based on the closing ~~sale prices~~price of Huntington common stock ~~and Unizan common stock as reported~~(NASDAQ: HBAN) on the Nasdaq ~~National~~Stock Market on ~~January 26, 2004,~~December 19, 2006, the last trading day before ~~we announced the merger, and on [*], 2004, the last practicable trading day before the distribution of this proxy statement/prospectus. This table also shows the implied value~~public announcement of the merger, ~~consideration proposed~~the exchange ratio of the 1.098 shares and $3.023 in cash represented approximately $30.22 in value for each share of ~~Unizan~~Sky common ~~stock, which we calculated by multiplying~~stock. Based on the closing price of Huntington common stock on ~~those dates by 1.1424,~~the Nasdaq Stock Market on [ ] [ ], 2007, the latest practicable date before the date of this document, the exchange ~~ratio.~~ratio represented approximately $[ . ] in value for each share of Sky common stock. Huntington shareholders will continue to own their existing Huntington shares.

The merger is structured to be a “reorganization” for purposes of the Internal Revenue Code; accordingly, for U.S. federal income tax purposes, Sky, Huntington and ~~Unizan common stock are each quoted on~~ the ~~Nasdaq National Market under~~Sky shareholders generally will not recognize any gain or loss in the ~~symbols “HBAN” and “UNIZ,” respectively.~~

~~We expect that the merger will generally be tax free to you,~~transaction, except with respect to ~~any~~the cash ~~received by you instead~~consideration received. Upon completion of ~~receiving any fractional share~~the merger, we estimate that current Huntington shareholders will own approximately [ ]% of the combined company and former Sky shareholders will own approximately [ ]% of the combined company.

At the annual meeting of Huntington shareholders, which we refer to as the Huntington annual meeting, Huntington shareholders will be asked, among other things, to vote on the issuance of Huntington common ~~stock.~~

~~We cannot complete~~stock to Sky shareholders, which is necessary to effect the ~~merger unless it is approved~~merger. The stock issuance proposal requires the affirmative vote of a majority of all votes cast by the holders of common stock at ~~least two-thirds~~a meeting at which a quorum is present.

At the special meeting of ~~all~~Sky shareholders, which we refer to as the Sky special meeting, Sky shareholders will be asked to vote on the approval and adoption of the merger agreement. In order to complete the merger, an affirmative vote of the holders of a majority of the outstanding shares of ~~Unizan~~Sky common ~~stock. Unizan will hold a special stockholders’ meeting~~stock entitled to vote on ~~this~~such proposal at such meeting at which a quorum is present must vote to approve and adopt the merger ~~proposal.~~~~Your vote is important.~~ Whether or not you plan to attend the special stockholders’ meeting, please take the time to vote your shares in accordance with the instructions contained in this document. If you do not vote, it will have the same effect as voting against the merger.

The ~~Unizan~~Huntington board of directors unanimously recommends that ~~you~~the Huntington shareholders vote “FOR” the proposal to issue shares of Huntington common stock in the merger and “FOR” each of the other proposals.

The Sky board of directors unanimously recommends that the Sky shareholders vote~~FOR~~ ~~approval of~~ “FOR” the proposal to approve and adopt the merger agreement.

~~This document describes the special meeting,~~The obligations of Huntington and Sky to complete the merger ~~the documents related~~are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. More information about Huntington, Sky and ~~other related matters. Please carefully~~the merger is contained in this joint proxy statement/prospectus. Huntington and Sky encourage you to read this entire ~~document. You also can obtain information about our company~~joint proxy statement/prospectus carefully.

We look forward to the successful combination of Huntington and ~~Huntington from documents that we and Huntington have filed with the Securities and Exchange Commission.~~Sky.

Neither the Securities and Exchange Commission, also referred to in this document as the SEC, nor any state securities commission has approved or disapproved of the ~~Huntington common stock~~securities to be issued under this joint proxy statement/prospectus or determined ifthat this joint proxy statement/prospectus is accurate or ~~adequate.~~

~~The date of this~~This joint proxy statement/prospectus is [*dated [ ]~~, 2004,~~ [ ], 2007 and it is first being mailed ~~or otherwise delivered~~ to ~~Unizan stockholders~~the shareholders of Huntington and Sky on or about [ ] [ ], 2007.

The Forty-First Annual Meeting of Shareholders of Huntington Bancshares Incorporated will be held in the King Arts Complex, 867 Mt. Vernon Avenue, Columbus, Ohio, on [ ], [ ], 2007 at 10:00 a.m., local time, for the following purposes:

to consider and vote upon a proposal to approve the issuance of Huntington common stock, without par value, in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of December 20, 2006, by and among Huntington, Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington, and Sky Financial Group, Inc., a copy of which is attached as Appendix A to the joint proxy statement/prospectus accompanying this notice;

to elect three directors to serve as Class II Directors until the 2010 Annual Meeting of Shareholders and until the successors are elected and qualify;

to consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Huntington for the year 2007;

to consider and vote upon a proposal to approve the 2007 Stock and Long-Term Incentive Plan;

to consider and vote upon a proposal to approve the First Amendment to the Management Incentive Plan;

to consider and vote upon a proposal to approve the adjournment of the annual meeting, including, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting for any of the foregoing proposals; and

to transact any other business that may properly be brought before the Huntington annual meeting or any adjournments or postponements thereof.

The Huntington board of directors has fixed the close of business on [*], ~~2004.~~2007 as the record date for the Huntington annual meeting. Only Huntington shareholders of record at that time are entitled to notice of, and to vote at, the Huntington annual meeting, or any adjournment or postponement of the Huntington annual meeting. The stock issuance proposal requires the affirmative vote of a majority of all votes cast by the holders of common stock at a meeting at which a quorum is present. The election of each nominee for director 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. The ratification of the appointment of Deloitte & Touche LLP, approval of the 2007 Stock and Long-Term Incentive Plan and approval of the First Amendment to the Management Incentive Plan each will require the affirmative vote of a majority of all votes cast by the holders of common stock at a meeting at which a quorum is present.

Whether or not you plan to attend the annual meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the Internet site listed on the Huntington proxy card, by calling the toll-free number listed on the Huntington proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of Huntington common stock who is present at the Huntington annual meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing or by telephone or Internet at any time before the Huntington annual meeting in the manner described in the accompanying joint proxy statement/prospectus.

The Huntington board of directors unanimously recommends that the Huntington shareholders vote “FOR” the proposal to issue shares of Huntington common stock in the merger and “FOR” each of the other proposals.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, OR SUBMIT YOUR VOTE VIA THE TELEPHONE OR INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

A Special Meeting of Shareholders of Sky Financial Group, Inc. will be held at the Marriott Cleveland East, 26300 Harvard Road, Warrensville Heights, Ohio, on [ ] [ ], 2007 at [ ]:[ ], local time, for the purpose of considering and voting upon the following matters:

to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 20, 2006, by and among Huntington Bancshares Incorporated, Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington, and Sky, a copy of which is attached as Appendix A to the joint proxy statement/prospectus accompanying this notice;

to consider and vote upon a proposal to approve the adjournment of the special meeting, including, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting for the foregoing proposal; and

to transact any other business that may properly be brought before the Sky special meeting or any adjournments or postponements thereof.

The Sky board of directors has fixed the close of business on [*], 2007 as the record date for the Sky special meeting. Only Sky shareholders of record at that time are entitled to notice of, and to vote at, the Sky special meeting, or any adjournment or postponement of the Sky special meeting. A complete list of Sky shareholders entitled to vote at the special meeting will be made available for inspection by any Sky shareholder at the time and place of the Sky special meeting. In order to complete the merger, an affirmative vote of the holders of a majority of the outstanding shares of Sky common stock entitled to vote on such proposal at such meeting at which a quorum is present must vote to approve and adopt the merger agreement.

Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the Internet site listed on the Sky proxy card, by calling the toll-free number listed on the Sky proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of Sky common stock who is present at the Sky special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing or by telephone or Internet at any time before the Sky special meeting in the manner described in the accompanying joint proxy statement/prospectus.

The Sky board of directors unanimously recommends that the Sky shareholders vote “FOR” the proposal to approve and adopt the merger agreement and “FOR” each of the other proposals.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, OR SUBMIT YOUR VOTE VIA THE TELEPHONE OR INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.

This document incorporates important business and financial information about Huntington and ~~Unizan~~Sky from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone from the appropriate company at the following addresses:

Investors may also consult Huntington’s or Sky’s website for more information concerning the merger described in this document. Huntington’s website iswww.huntington.com. Sky’s website iswww.skyfi.com. Information included on either website is not incorporated by reference into this document.

~~You will not be charged for~~If you would like to request any ~~of these~~ documents, ~~that you request. Unizan stockholders requesting documents should~~please do so by [*[ ]~~, 2004~~ [ ], 2007 in order to receive them before the ~~special meeting.~~meetings.

~~See~~For more information, see “Where You Can Find More Information” beginning on page ~~64.~~

~~Unizan Financial Corp. will hold a special meeting of stockholders at~~You should rely only on the ~~Marriott McKinley Grand Hotel, 320 Market Avenue South, Canton, Ohio, at 10:00 a.m., local time, on [*], 2004~~information contained or incorporated by reference into this document. No one has been authorized to ~~consider and vote upon~~provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [ ] [ ], 2007. You should not assume that the ~~following matters:~~

~~a proposal to adopt the Agreement and Plan of Merger, dated~~information contained in, or incorporated by reference into, this document is accurate as of ~~January 27, 2004,~~any date other than that date. Neither our mailing of this document to Huntington shareholders or Sky shareholders nor the issuance by ~~and between~~ Huntington ~~Bancshares Incorporated and Unizan Financial Corp., pursuant to which Unizan will merge~~of common stock in connection with ~~and into Huntington; and~~

~~a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to adopt~~ the merger ~~agreement.~~

~~The Unizan board of directors has fixed~~will create any implication to the close of business on [*], 2004 as the record date for the Unizan special meeting. Only Unizan stockholders of record at that time are entitled to notice of, and to vote at, the Unizan special meeting, or any adjournment or postponement of the Unizan special meeting. A complete list of Unizan stockholders entitled to vote at the special meeting will be made available for inspection by any Unizan stockholder at the time and place of the Unizan special meeting. In order for the merger agreement to be approved, the holders of two-thirds of the Unizan shares outstanding and entitled to vote thereon must vote in favor of adoption of the merger agreement.

~~Whether~~This document does not constitute an offer to sell, or ~~not you plan~~a solicitation of an offer to ~~attend~~buy, any securities, or the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the Internet site listed on the Unizan proxy card, by calling the toll-free number listed on the Unizan proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. ~~This will not prevent you from voting in person, but it will help to secure a quorum and avoid added~~ solicitation ~~costs. Any holder~~ of ~~Unizan common stock who is present at the Unizan special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event,~~ a proxy, ~~may be revoked~~ in ~~writing at~~ any ~~time before the Unizan special meeting~~jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in ~~the manner described~~such jurisdiction. Information contained in ~~the accompanying proxy statement/prospectus.~~

~~The Unizan board of directors~~this document regarding Huntington has ~~unanimously approved the merger agreement~~been provided by Huntington and ~~unanimously recommends that Unizan stockholders vote “FOR” adoption of the merger agreement.~~

~~YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.~~information contained in this document regarding Sky has been provided by Sky.

~~UNIZAN SPECIAL MEETING~~The following are some questions that you, as a shareholder of Huntington or Sky, may have regarding the merger and the other matters being considered at the shareholders’ meetings and the answers to those questions. Huntington and Sky urge you to read carefully the remainder of this document because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the shareholders’ meetings. Additional important information is also contained in the appendices to, and the documents incorporated by reference, into this document.

Huntington shareholders must approve the issuance of shares of Huntington common stock in connection with the merger. Pursuant to the Marketplace Rules of the Nasdaq Stock Market, shareholder approval is required where the issuance may exceed 20% of the outstanding shares of Huntington common stock prior to the merger.

Sky shareholders must approve and adopt the merger agreement.

accessing the Internet website specified on your proxy card;

calling the toll-free number specified on your proxy card; or

signing and returning the enclosed proxy card in the postage-paid envelope provided.

you can send a signed notice of revocation;

you can grant a new, valid proxy by proxy card, Internet or telephone, with a later date; or

if you are a holder of record, you can attend your shareholders’ meeting ~~may~~and vote in person, ~~whether or not a~~which will automatically cancel any proxy ~~has been~~ previously given, or you may revoke your proxy in person, but ~~the mere presence (without notifying Mr. Mann and voting) of a stockholder at the special meeting~~your attendance alone will not ~~constitute revocation of a~~revoke any proxy that you have previously ~~given proxy.~~given.

you can attend your shareholders’ meeting in person;

you can vote through the Internet or by telephone by following the instructions included on your proxy card; or

you can indicate on the enclosed proxy card how you would like to vote and return the signed proxy card in the accompanying pre-addressed postage paid envelope.

SUMMARY

This summary highlights selected information from this document. It does not contain all of the information that is important to you. We urge you to carefully read the entire document and the other documents to which we refer in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page ~~64.~~[ ]. Each item in this summary refers to the page of this document on which that subject is discussed in more detail.

InThe Merger and the Merger ~~Unizan Stockholders Will Receive 1.1424 Shares of Huntington Common Stock per Share of Unizan Common Stock (page 29)~~Agreement

The Merger (See page [ ])

~~We are proposing~~A copy of the merger agreement is attached as Appendix A to this document. Huntington and Sky encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.

Form of ~~Unizan~~Merger (See page [ ])

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Sky will be merged with and into ~~Huntington. If~~Penguin Acquisition, LLC, a direct, wholly owned subsidiary of Huntington formed for the purposes of the merger. Huntington’s subsidiary will survive the merger ~~is completed, each Unizan stockholder~~as a direct, wholly owned subsidiary of Huntington.

Consideration to be Received in the Merger; Treatment of Stock Options (See page [ ])

Sky shareholders will receive ~~1.1424~~1.098 shares of Huntington common stock and $3.023 in cash, without interest, for each share of ~~Unizan~~Sky common stock ~~held immediately prior~~they hold. The exchange ratio is fixed and will not be adjusted for changes in the market value of the common stock of Sky or Huntington. Because of this, the implied value of the consideration to Sky shareholders will fluctuate between now and the completion of the merger. We refer to this 1.1424-to-1 ratio as the exchange ratio. Huntington will not issue any fractional shares of Huntington common stock in the merger. Unizan stockholders who would otherwise be entitled to a fractional share of Huntington common stock will instead receive an amount in cash basedBased on the ~~average of the~~ closing ~~sale prices~~price of Huntington common stock on the ~~five full~~Nasdaq Stock Market on December 19, 2006, the last trading ~~days immediately prior to~~day before public announcement of the merger, the exchange ratio of the 1.098 shares and $3.023 in cash represented approximately $30.22 in value for each share of Sky common stock. Based on the closing price of Huntington common stock on the Nasdaq Stock Market on [ ] [ ], 2007, the latest practicable date before the date ~~on which~~of this document, the exchange ratio represented approximately $[ . ] in value for each share of Sky common stock. Huntington shareholders will continue to own their existing Huntington shares.

At the effective time of the merger, ~~is completed.~~

~~Example: If you hold 100 shares of Unizan~~(i) each outstanding option to acquire Sky common stock ~~you~~ will ~~receive 114~~immediately vest and become exercisable and will be converted into an option to purchase a number of shares of Huntington common stock equal to the number of shares of Sky common stock underlying such option immediately prior to the merger multiplied by the exchange ratio, with an exercise price that equals the exercise price of such option immediately prior to the merger divided by the exchange ratio; (ii) each restricted share of Sky common stock will immediately vest and be converted into the right to receive the merger consideration, subject to applicable withholding tax; and (iii) each stock unit denominated in shares of Sky common stock will immediately vest and be converted into the right to receive a ~~cash payment instead~~number of ~~the 0.24 of a share~~shares of Huntington common stock ~~that you otherwise would have received (i.e., 100~~equal to the number of shares ~~x 1.1424 = 114.24 shares). If~~of Sky common stock underlying such unit immediately prior to the merger multiplied by the exchange ratio. The exchange ratio for purposes of the stock options and stock units is the sum of (x) 1.098 and (y) the quotient of 3.023 divided by the average closing sale price of Huntington common stock over the five ~~day average price was $[*],~~trading days immediately preceding the ~~cash payment would be equal to $[*] (i.e., 0.24 shares x $[*] = $[*]).~~merger.

Material U.S. Federal Income Tax Consequences of the Merger (See page [ ])

~~Tax-Free Transaction to Unizan Stockholders (page 43)~~

~~The~~Huntington and Sky have structured the merger ~~has been structured~~ to qualify as a ~~reorganization~~“reorganization” for ~~U.S.~~United States federal income tax ~~purposes. In addition,~~purposes, and it is a condition to ~~our~~their respective obligations to complete the merger that each of

Huntington ~~receives the~~and Sky receive a legal opinion ~~of Wachtell, Lipton, Rosen & Katz, and Unizan receives the opinion of Black, McCuskey, Souers & Arbaugh, in each case,~~to that effect. Accordingly, the merger ~~qualifies as a reorganization~~will generally be tax-free to you, except to the extent of the cash you receive in the merger. The amount of gain that you recognize in the merger will generally be limited to the lesser of the amount of gain that you realize and the amount of cash that you receive in the merger (except for ~~U.S. federal income~~any cash you receive instead of fractional shares). The amount of gain that you realize is generally equal to the excess, if any, of the sum of the cash and the fair market value of the Huntington common stock that you receive over your tax ~~purposes. Accordingly, holders of Unizan~~basis in the Sky common stock you surrender in the merger. Huntington and Sky will generally ~~will~~ not recognize ~~any~~ gain or loss ~~for U.S. federal income tax purposes on~~as a result of the ~~exchange of their Unizan stock for Huntington stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Huntington common stock.~~

merger.

The federal income tax consequences described above may not apply to all holders of ~~Unizan~~Sky common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Recommendations of the Boards of Directors

~~Comparative Market Prices~~Huntington

The Huntington board of directors believes that the merger is in the best interests of Huntington and ~~Share Information (page 63)~~

its shareholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. For the factors considered by the Huntington ~~common stock is quoted on~~board of directors in reaching its decision to approve the ~~Nasdaq National Market under~~merger agreement and the ~~symbol “HBAN.” Unizan common stock is quoted on~~transactions it contemplates, see “The Merger—Huntington’s Reasons for the ~~Nasdaq National Market under~~Merger; Recommendation of the ~~symbol “UNIZ.~~Huntington Board of Directors.”The ~~following table shows~~Huntington board of directors unanimously recommends that the ~~closing sale prices~~Huntington shareholders vote “FOR” the proposal to issue shares of Huntington common stock ~~and Unizan common stock as reported on the Nasdaq National Market on January 26, 2004, the last trading day before we announced~~in the merger and ~~on [*], 2004, the last practicable trading day before the distribution of this document. This table also shows the implied value~~“FOR” each of the other proposals.

Sky

The Sky board of directors believes that the merger ~~consideration proposed for each share~~is in the best interests of ~~Unizan common stock, which we calculated~~Sky and its shareholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. For the factors considered by ~~multiplying~~ the ~~closing price~~Sky board of ~~Huntington common stock on those dates by 1.1424,~~directors in reaching its decision to approve the ~~exchange ratio.~~

   Huntington
Common Stock
   Unizan
Common Stock
   Implied Value of
One Share of
Unizan Common
Stock
At January 26, 2004
   $ 23.10    $ 22.95    $ 26.39
At [*], 2004
   $ [*]    $ [*]    $ [*]

~~The market price of Huntington common stock~~merger agreement and ~~Unizan common stock will fluctuate prior to~~ the ~~merger. You should obtain current market quotations~~transactions it contemplates, see “The Merger—Sky’s Reasons for the ~~shares.~~

~~Unizan’s Financial Advisor Provided a Financial Opinion Letter to~~Merger; Recommendation of the ~~Unizan~~Sky Board of ~~Directors (page 21)~~Directors.”The Sky board of directors unanimously recommends that the Sky shareholders vote “FOR” the proposal to approve and adopt the merger agreement.

Opinions of Financial Advisors

Huntington (See page [ ])

In deciding to approve the merger, the ~~Unizan~~Huntington board of directors considered the respective opinions of its financial advisors, Lehman Brothers Inc., which we refer to as Lehman Brothers, and Bear, Stearns & Co. Inc., which we refer to as Bear Stearns, provided to the Huntington board of directors on December 20, 2006, that as of the date of the opinions, and based on and subject to the qualifications, assumptions and limitations set forth therein, the merger consideration to be paid by Huntington was fair from a financial point of view to Huntington. The full text of the written opinions of Lehman Brothers and Bear Stearns are attached to this document as Appendix B and Appendix C, respectively. Huntington shareholders should read the opinions completely and carefully to understand the assumptions made, matters considered and limitations of the review undertaken by Lehman Brothers and Bear Stearns. Pursuant to engagement letters with each of Lehman Brothers and Bear Stearns, Huntington agreed to pay each of Lehman Brothers and Bear Stearns a transaction fee in connection with the merger, the principal portion of which is payable upon completion of the merger. The Lehman Brothers and Bear Stearns opinions are not recommendations as to how any shareholder of Huntington should vote with respect to the merger or any other matter.

Sky (See page [ ])

In deciding to approve the merger, the Sky board of directors considered the opinion of its financial advisor, Sandler O’Neill & Partners, L.P., provided to the ~~Unizan~~Sky board of directors on ~~January 26, 2004 (and confirmed in writing as of January 27, 2004),~~December 19, 2006, that as of the date of the opinion, and based on and subject to the considerations in its opinion, the ~~exchange ratio in the~~ merger ~~agreement~~consideration was fair from a financial point of view to holders of ~~Unizan~~Sky common stock. A copy of the opinion is attached to this document as Appendix ~~B. Unizan stockholders~~D. Sky shareholders should read the opinion completely and carefully to understand the assumptions made, matters considered and limitations of the review undertaken by Sandler O’Neill in providing its opinion. ~~Unizan~~Pursuant to an engagement letter with Sandler O’Neill, Sky agreed to pay Sandler O’Neill a transaction fee ~~of up to $[*] million~~ in connection with the ~~merger. The~~merger, the principal portion of such fee is payable upon completion of the merger. The Sandler O’Neill opinion is not a recommendation as to how any ~~stockholder~~shareholder of ~~Unizan~~Sky should vote with respect to the merger or any other matter.

~~Huntington’s Dividend Policy (page 30)~~

~~During 2003, Huntington declared cash dividends totaling $0.67 per share. Huntington’s most recent quarterly cash dividend was $0.175 per share. The Huntington board~~Interests of directors can change its dividend at any time, and considers the appropriate level of dividends after taking into account its financial condition and level of net income, its future prospects, economic conditions, industry practices and other factors, including applicable banking laws and regulations. Huntington does not have any present intention to reduce its regular quarterly cash dividend.

~~Our Reasons for the Merger (pages 18 and 20)~~

~~Our companies are proposing to merge for a number of reasons, including because:~~

~~we believe that by combining with each other we can create a stronger company that will inure to the benefit of both our stockholders and our customers;~~

the merger provides for a market premium of approximately 15% (based on the closing prices of Huntington and Unizan common stock on the Nasdaq National Market on January 26, 2004 and the 1.1424 exchange ratio); and

the merger will deepen Huntington’s market presence in Ohio and is expected to be accretive to Huntington’s GAAP earnings in the first year exclusive of merger-related charges, and is expected to add more than one percent to Huntington’s GAAP earnings in 2005.

~~The Unizan Board of Directors Unanimously Recommends that Unizan Stockholders Vote “FOR” Adoption of the Merger Agreement (page 18)~~

The Unizan board of directors believes that the merger is in the best interests of Unizan and its stockholders and has unanimously approved the merger agreement. The Unizan board of directors unanimously recommends that Unizan stockholders vote “FOR” adoption of the merger agreement.

~~Unizan’s Directors and Officers Have Financial Interests~~Certain Persons in the Merger ~~That Differ From Your Interests (page 33)~~(See page [ ])

~~Unizan’s executive officers~~Some of the members of Huntington’s and ~~directors~~Sky’s management and certain members of their boards have economic interests in the merger that are different from, or in addition to, ~~their~~the interests ~~as Unizan stockholders.~~of Huntington and Sky shareholders generally. These interests include the right of certain of Sky’s executive officers to receive severance payments and ~~extended insurance~~ benefits under the terms of existing severance ~~and salary continuation~~ agreements and the acceleration of vesting of Sky stock options and other equity-based awards as a result of the merger.

In addition, in connection with the merger, new employment agreements were entered into between Huntington and each of Mr. Thomas Hoaglin and Mr. Marty Adams that will become effective upon the completion of the merger.

The Huntington and Sky boards of directors were aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement.

~~Information about~~Board of Directors and Management of Huntington Following Completion of the ~~Companies (page 15)~~Merger (See page [ ])

After the merger, the board of directors of Huntington will consist of fifteen members comprised of (i) Mr. Hoaglin, the current chairman and chief executive officer of Huntington, plus nine current non-employee directors of Huntington designated by Huntington, and (ii) Mr. Adams, the current chairman and chief executive officer of Sky, plus four current non-employee directors of Sky designated by Sky. Mr. Hoaglin will continue to serve as Huntington’s chief executive officer and the chairman of the Board of Directors, and Mr. Adams will become Huntington’s president and chief operating officer. Mr. Adams will be the successor to Mr. Hoaglin as chief executive officer of Huntington on December 31, 2009 or such earlier date as of which Mr. Hoaglin ceases for any reason to serve as chief executive officer of Huntington. The above provisions will be contained in a bylaw provision that until December 31, 2009 can only be amended by an affirmative vote of at least 75% of the directors that constitute the entire Board of Directors of Huntington. A copy of the bylaw amendment is attached to this document as Appendix E. In addition, pursuant to the employment agreement entered into between Huntington and Mr. Hoaglin mentioned above, Mr. Hoaglin is entitled to serve as Huntington’s chairman from the date he ceases to be chief executive officer until Huntington’s annual shareholders meeting in 2011.

Commitments to Sky’s Communities (See page [ ])

Huntington has agreed to use its reasonable best efforts in light of business and market conditions to maintain employment for at least 100 employees in Bowling Green, Ohio and 100 employees in Salineville, Ohio. In addition, Huntington has agreed to contribute $5 million over 5 years to the Sky Foundation, which will be used to maintain Sky’s charitable commitments to the communities in Sky’s market areas at substantially the same levels as maintained prior to the merger.

~~Huntington Bancshares Incorporated~~Regulatory Approvals Required for the Merger (See page [ ])

~~Huntington is a multi-state diversified financial holding company organized under Maryland law in 1966~~We have agreed to use our reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include approval from the Federal Reserve Board and ~~headquartered in Columbus, Ohio. Through its subsidiaries, Huntington is engaged in providing full-service commercial~~various other federal and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, and discount brokerage services, as well as underwriting credit life and disability insurance, and selling other insurance and financial products and services. The Huntington National Bank, organized in 1866, is Huntington’s only bank subsidiary. At December 31, 2003, Huntington Bank had 162 banking offices in Ohio, 114 banking offices in Michigan, 25 banking offices in West Virginia, 22 banking offices in Indiana, 12 banking offices in Kentucky, 3 private banking offices in Florida, and one foreign office in each of the Cayman Islands and Hong Kong. Selected financial services, including those of Huntington’s mortgage group, are also conducted in other states including Arizona, Florida, Georgia, Maryland, New Jersey, Pennsylvania, and Tennessee. Foreign banking activities, in total or with any individual country, are not significant to the operations of Huntington. At December 31, 2003,state regulatory authorities. Huntington and ~~its subsidiaries had 7,983 full-time equivalent employees.~~Sky have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals.

Although we do not know of any reason why we cannot obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.

~~Unizan Financial Corp.~~

Unizan Financial Corp. is a financial holding company organized under the laws of the State of Ohio and is headquartered in Canton, Ohio. Unizan conducts a full-service commercial and retail banking business through its wholly-owned subsidiary, Unizan Bank, National Association. Unizan Financial Corp. was formed as a result of the merger between BancFirst Ohio Corp. and UNB Corp. that was completed on March 7, 2002.

Conditions That Must Be Satisfied or Waived for the Merger to Occur ~~(page 36)~~(See page [ ])

Currently, we expect to complete the merger ~~late~~early in the ~~second~~third quarter of ~~2004.~~2007. However, as more fully described in this document and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others, ~~approval by~~obtaining the ~~stockholders~~required approvals from the holders of ~~Unizan,~~Huntington common stock and Sky common stock, the ~~receipt~~absence of ~~all~~any legal prohibition on consummation of the merger, obtaining required governmental and regulatory approvals ~~such~~(such as approval by the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the ~~Currency,~~Currency), approval of Huntington’s common stock to be issued in the merger for listing on the Nasdaq Stock Market, the accuracy of the representations and warranties of the parties to the merger agreement (subject to the materiality standards set forth in the merger agreement), material performance of all the covenants of the parties to the merger agreement, and the ~~receipt~~delivery of customary legal opinions ~~by each company regarding~~as to the U.S. federal income tax treatment of the merger.

In addition, Huntington’s obligation to close is subject to the condition that none of the required governmental or regulatory approvals results in the imposition of conditions that would reasonably be expected to have a material adverse effect on Huntington and Sky taken as a whole after the merger.

We cannot be certain when, or if, the conditions to the merger will be satisfied or ~~waived, or that the merger will be completed.~~

waived.

Termination of the Merger Agreement ~~(page 41)~~(See page [ ])

We may agree to terminate the merger agreement before completing the merger, even after ~~stockholder~~shareholder approval, as long as the termination is approved by each of our boards of directors.

In addition, ~~either of us may decide to terminate~~ the merger agreement ~~even after stockholder approval,~~ can be terminated by either party in the following circumstances:

if ~~certain conditions have not been met, such as obtaining~~any of the ~~necessary~~required regulatory approvals orare denied (and the ~~other company’s material breach of its representations, warranties or covenants. Either of us may terminate the merger agreement~~ denial is final and nonappealable);

if the merger has not been completed ~~by January 27, 2005,~~on or before December 31, 2007, unless the ~~reason~~failure to complete the merger ~~has not been completed~~ by that date is due to the actions of the party seeking to terminate the agreement;

if there is a breach by the other party that would cause the failure of the closing conditions described above, unless the breach is capable of being, and is, cured within 45 days of notice of the breach;

if either requisite shareholder vote is not obtained;

if the other party fails to recommend the approval of the relevant proposal to its shareholders, modifies its recommendation in a manner adverse to the other party or recommends an alternative transaction; or

if the other party fails to substantially comply with its obligations relating to soliciting its shareholder vote or relating to not soliciting alternative transactions.

Expenses and Termination Fees (See page [ ])

Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, subject to the specific

exceptions discussed in this document. Upon termination of the merger agreement byunder specified circumstances, Huntington or Sky may be required to pay the ~~company seeking to terminate the merger agreement or if Unizan does not obtain the approval~~other party a termination fee of ~~its stockholders.~~

Huntington may terminate the merger agreement if, among other things, Unizan withdraws or qualifies its recommendation or it recommends or endorses an alternative transaction. Unizan may terminate the merger

~~agreement if the Huntington share price declines to below $18.48 and the decline is at least 15% greater than the decline~~$125 million. See “The Merger Agreement—Termination Fee” beginning on page [ ] for a complete discussion of the ~~S&P Bank Index, in each case measured over a five day trading period before the last regulatory approval is obtained.~~

circumstances under which termination fees will be required to be paid.

~~Board of Directors and Management of Huntington following Completion of the Merger (page 29)~~

After the merger, the board of directors of the combined company will have a total of 12 members, including one director from Unizan’s current board of directors appointed by Huntington and reasonably acceptable to Unizan.

The Rights of ~~Unizan Stockholders will be~~Sky Shareholders Will Be Governed by Maryland Law and by the Huntington Governing Documents after the Merger ~~(page 45)~~(See page [ ])

The rights of ~~Unizan stockholders~~Sky shareholders will change as a result of the merger due to differences in Huntington’s and ~~Unizan’s~~Sky’s governing documents and due to the fact that the companies are incorporated in different states ~~(Unizan~~(Sky in Ohio and Huntington in Maryland). This document contains descriptions of ~~stockholder~~shareholder rights under each of the Huntington and ~~Unizan~~Sky governing documents and applicable state law, and describes the material differences between them.

~~Regulatory Approvals Required for the Merger (page 32)~~Dissenter’s Rights (See page [ ])

We have agreed to use our reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include approval from the Federal Reserve Board and various federal and state regulatory authorities. Huntington and Unizan have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals.

~~Although we do~~If a Sky shareholder does not ~~know of any reason why we cannot obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.~~

~~Unizan will Hold its Special Meeting on [*], 2004 (page 12)~~

The Unizan special meeting will be held on [*], 2004, at 10:00 a.m., local time, at the Marriott McKinley Grand Hotel, 320 Market Avenue South, Canton, Ohio. At the Unizan special meeting, Unizan stockholders will be asked to:

~~adopt the merger agreement; and~~

approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

~~Record Date~~. Only holders of record at the close of business on [*], 2004 will be entitled to vote at the Unizan special meeting. Each share of Unizan common stock is entitled to one vote. As of the record date of [*], 2004, there were [*] shares of Unizan common stock entitled to vote at the Unizan special meeting.

~~Required Vote~~~~. To approve the merger agreement, the holders of two-thirds of the voting power of Unizan common stock entitled to vote must~~ vote in favor of ~~approving~~ the merger agreement. Because approval is based on the affirmative vote of two-thirds of shares outstanding, a Unizan stockholder’s failure to vote, a broker non-vote or an abstention will have the same effect as a vote against the merger.

~~As of the Unizan record date, directors~~transaction and executive officers of Unizan and their affiliates had the right to vote [*] shares of Unizan common stock, or [*]% of the outstanding Unizan common stock entitled to be voted at the Unizan special meeting. At that date, directors and executive officers of Huntington and their affiliates had the right to vote [*] shares of Unizan common stock entitled to be voted at the Unizan special meeting, or [*]% of the outstanding Unizan common stock.

~~Dissenter’s Rights (page 31)~~

~~If a Unizan stockholder~~ delivers a written demand for payment of the fair cash value of his shares of ~~Unizan~~Sky common stock not later than ten days after the Sky special meeting, he will be entitled, if and when the merger is completed, to receive the fair cash value of his shares of ~~Unizan~~Sky common stock. The ~~stockholder’s~~shareholder’s right to receive the fair cash value of his ~~Unizan~~Sky common stock, however, is contingent upon his strict compliance with the procedures set forth in 1701.85 of the Ohio General Corporation Law, a copy of which is attached to this document as ~~Annex C.~~Appendix F. If a ~~Unizan stockholder~~Sky shareholder wishes to submit a written demand for payment of the fair cash value of his shares of ~~Unizan~~Sky common stock, he must deliver his demand no later than [*], ~~2004~~2007 to ~~Roger L. Mann,~~W. Granger Souder, Jr., Executive Vice President, General Counsel and ~~Chief Executive Officer~~Secretary of ~~Unizan, 220~~Sky, P.O. Box 428, 221 South Church Street, Bowling Green, Ohio 43402.

Comparative Market ~~Avenue South, Canton, Ohio 44702.~~Prices and Share Information (See page [ ])

Huntington common stock is quoted on the Nasdaq Stock Market under the symbol “HBAN.” Sky common stock is quoted on the Nasdaq Stock Market under the symbol “SKYF.” The following table shows the closing sale prices of Huntington common stock and Sky common stock as reported on the Nasdaq Stock Market on December 19, 2006, the last trading day before we announced the merger, and on [*], 2007, the last practicable trading day before the distribution of this document. This table also shows the implied value of the merger consideration proposed for each share of Sky common stock, which we calculated by multiplying the closing price of Huntington common stock on those dates by 1.098 and then adding $3.023 in cash, the exchange ratio.


	Huntington Common Stock		Sky Common Stock		Implied Value of One Share of Sky Common Stock
At December 19, 2006	$	24.77	$	24.17	$	30.22
At [*], 2007	$	[*]	$	[*]	$	[*]

The market price of Huntington common stock and Sky common stock will fluctuate prior to the merger. You should obtain current market quotations for the shares.

Comparative Market Prices and Dividends ~~(page 63)~~(See page [ ])

Huntington common stock and ~~Unizan~~Sky common stock are listed on the Nasdaq ~~National~~Stock Market. The following table sets forth the high and low closing prices of shares of Huntington common stock and ~~Unizan~~Sky common stock as reported on the Nasdaq ~~National~~Stock Market, and the quarterly cash dividends declared per share for the periods indicated.


	Huntington Common Stock						Unizan Common Stock						Huntington Common Stock						Sky Common Stock
	High		Low		Dividend		High		Low		Dividend		High		Low		Dividend		High		Low		Dividend
2002
2005
First Quarter	$	20.16	$	16.83	$	0.16	$	20.00	$	17.15	$	0.130	$	24.65	$	22.30	$	.20	$	28.70	$	25.89	$	.22
Second Quarter		20.94		19.35		0.16		21.64		18.50		0.130		24.68		22.72		.215		29.00		25.83		.22
Third Quarter		20.20		16.94		0.16		21.45		16.60		0.130		25.40		22.47		.215		29.14		27.57		.22
Fourth Quarter		19.82		16.20		0.16		20.09		18.00		0.130		24.50		21.19		.215		29.81		26.44		.23
2003
2006
First Quarter		19.63		17.99		0.16		20.32		18.32		0.135		24.64		22.71		.25		28.48		25.44		.23
Second Quarter		21.29		18.16		0.16		19.10		16.50		0.135		24.27		23.25		.25		26.67		23.31		.23
Third Quarter		20.84		19.73		0.175		20.05		17.75		0.135		24.73		23.13		.25		25.00		23.80		.23
Fourth Quarter		22.50		20.29		0.175		21.67		18.08		0.135		24.91		22.96		.25		28.54		24.17		.25
2004
First Quarter (through [*], 2004)						0.175						0.135
2007
First Quarter (through [*], 2007)

~~Unizan stockholders~~Sky shareholders are advised to obtain current market quotations for Huntington common stock and ~~Unizan~~Sky common stock. The market price of Huntington common stock and ~~Unizan~~Sky common stock will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger. No assurance can be given concerning the market price of Huntington common stock before or after the effective date of the merger.

The Shareholder Meetings

The Huntington Annual Meeting (See page [ ])

The Huntington annual meeting will be held at the King Arts Complex, 867 Mt. Vernon Avenue, Columbus, Ohio, on [ ], [ ] [ ], 2007 at 10:00 a.m., local time. At the Huntington annual meeting, shareholders will be asked to:

consider and vote upon a proposal to approve the issuance of Huntington common stock, without par value, in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of December 20, 2006, by and among Huntington, Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington, and Sky;

elect three directors to serve as Class II Directors until the 2010 Annual Meeting of Shareholders and until the successors are elected and qualify;

consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Huntington Bancshares Incorporated for the year 2007;

consider and vote upon a proposal to approve the 2007 Stock and Long-Term Incentive Plan;

consider and vote upon a proposal to approve the First Amendment to the Management Incentive Plan;

consider and vote upon a proposal to approve the adjournment of the annual meeting, including, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting for any of the foregoing proposals; and

transact any other business that may properly be brought before the Huntington annual meeting or any adjournments or postponements thereof.

Only holders of record at the close of business on [*], 2007 will be entitled to vote at the Huntington annual meeting. Each share of Huntington common stock is entitled to one vote for each matter presented at the meeting. As of the record date of [*], 2007, there were [*] shares of Huntington common stock entitled to vote at the Huntington annual meeting.

The stock issuance proposal requires the affirmative vote of a majority of all votes cast by the holders of common stock at a meeting at which a quorum is present. Because approval is based on the affirmative vote of a majority of shares cast, a Huntington shareholder’s failure to vote, a broker non-vote or an abstention will have no effect on the proposal, assuming a quorum is present.

The proposals to elect directors, to ratify the appointment of Deloitte & Touche LLP as Huntington’s independent registered accounting firm for 2007, to approve the 2007 Stock and Long-Term Incentive Plan and to approve the First Amendment to the Management Incentive Plan are described in detail under “Other Matters To Be Considered at Huntington’s Annual Meeting” on page [ ].

As of the Huntington record date, directors and executive officers of Huntington and their affiliates had the right to vote [*] shares of Huntington common stock, or [*]% of the outstanding Huntington common stock entitled to be voted at the Huntington annual meeting.

The Sky Special Meeting (See page [ ])

The Sky Special meeting will be held at the Marriott Cleveland East, 26300 Harvard Road, Warrensville Heights, Ohio, on [ ] [ ], 2007 at [ ]:[ ], local time. At the Sky special meeting, shareholders will be asked to:

approve and adopt the Agreement and Plan of Merger, dated as of December 20, 2006, by and among Huntington, Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington, and Sky;

vote upon an adjournment of the special meeting, including if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting for the foregoing proposal; and

transact any other business that may properly be brought before the Sky special meeting or any adjournments or postponements thereof.

Only holders of record at the close of business on [*], 2007 will be entitled to vote at the Sky special meeting. Each share of Sky common stock is entitled to one vote on each matter presented at the meeting. As of the record date of [*], 2007, there were [*] shares of Sky common stock entitled to vote at the Sky special meeting.

In order to complete the merger, an affirmative vote of the holders of a majority of the outstanding shares of Sky common stock entitled to vote on such proposal at such meeting at which a quorum is present must vote to approve and adopt the merger agreement. Because approval is based on the affirmative vote of a majority of shares outstanding, a Sky shareholder’s failure to vote, a broker non-vote or an abstention will have the same effect as a vote against the merger.

As of the Sky record date, directors and executive officers of Sky and their affiliates had the right to vote [*] shares of Sky common stock, or [*]% of the outstanding Sky common stock entitled to be voted at the Sky special meeting.

The Companies

Huntington (See page [ ])

Huntington Bancshares Incorporated

Huntington Center

41 South High Street

Columbus, Ohio 43287

(614) 480-8300

Huntington Bancshares Incorporated is a $35.3 billion multi-state diversified financial holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through our subsidiaries, we provide full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, private mortgage insurance, reinsuring credit life and disability insurance, and other insurance and financial products and services. Our banking offices are located in Ohio, Michigan, West Virginia, Indiana, and Kentucky. Certain activities are also conducted in Arizona, Florida, Georgia, Maryland, Nevada, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, and Vermont. We have a foreign office in the Cayman Islands and another in Hong Kong. The Huntington National Bank, organized in 1866, is our only bank subsidiary. The company is located on the web atwww.huntington.com.

Sky (See page [ ])

Sky Financial Group, Inc.

P.O. Box 428

221 South Church Street

Bowling Green, Ohio 43402

(419) 327-6300

Sky Financial Group, Inc. is a $17.7 billion diversified financial holding company. Sky’s asset size places it among the 40 largest publicly-held bank holding companies in the nation. Committed to providing clients with personal attention and professional advice from over 330 financial centers and over 400 ATMs, Sky serves communities in Ohio, Pennsylvania, Indiana, Michigan and West Virginia. Sky’s financial service affiliates include: Sky Bank, commercial and retail banking; Sky Trust, asset management services; and Sky Insurance, retail and commercial insurance agency services. The company is located on the web atwww.skyfi.com.

Penguin Acquisition, LLC (See page [ ])

Penguin Acquisition, LLC

Huntington Center

41 South High Street

Columbus, Ohio 43287

(614) 480-8300

Penguin Acquisition, LLC is a newly formed Maryland limited liability company and a wholly owned subsidiary of Huntington. Penguin Acquisition, LLC is formed solely for the purpose of effecting the proposed merger with Sky and has not carried on any activities other than in connection with the proposed merger.

SELECTED ~~CONSOLIDATED~~ HISTORICAL FINANCIAL DATA OF HUNTINGTON

Set forth below are highlights from Huntington’s consolidated financial ~~data~~information as of and for the ~~years~~five-year period ended December 31, ~~2003 through 1999. You~~2006, which is derived from the audited consolidated financial statements. The selected historical financial data is only a summary, and you should read this information in conjunction with Huntington’s audited consolidated financial statements and related notes included in Huntington’s Annual Report on Form 10-K for the year ended December 31, ~~2003,~~2006, which ~~are~~has been filed with the SEC and is incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information” on page ~~64.~~[ ].

Huntington’s historical financial data may not be indicative of the results of operations or financial position to be expected in the future.

(dollars in thousands, except per share)    2003
2002
2001
2000
1999

Statements of Income:

Interest income
   $ 1,305,756 $ 1,293,195 $ 1,654,789 $ 1,833,388 $ 1,795,214
Interest expense
   456,770 543,621 939,501 1,163,278 982,370


Net interest income
   848,986 749,574 715,288 670,110 812,844
Provision for loan and lease losses
   163,993 194,426 257,326 61,464 70,335


Net interest income after provision for loan and lease losses
   684,993 555,148 457,962 608,646 742,509
Non-interest income
   1,069,153 1,341,704 1,199,942 1,123,202 1,054,858
Non-interest expense
   1,230,159 1,374,147 1,562,427 1,283,131 1,194,779


Income before taxes
   523,987 522,705 95,477 448,717 602,588
Provision for income taxes
   138,294 198,974 (39,319 ) 126,299 188,433


Income before cumulative effect of change in accounting principle
   385,693 323,731 134,796 322,418 414,155
Cumulative effect of change in accounting principle, net of tax
   (13,330 )


Net income
   $ 372,363 $ 323,731 $ 134,796 $ 322,418 $ 414,155


Per Common Share:

Income before cumulative effect of change in accounting principle

Basic
   $ 1.68 $ 1.34 $ 0.54 $ 1.30 $ 1.63
Diluted
   1.67 1.33 0.54 1.29 1.62
Net income

Basic
   1.62 1.34 0.54 1.30 1.63
Diluted
   1.61 1.33 0.54 1.29 1.62
Weighted average shares outstanding

Basic
   229,401,000 242,279,000 251,078,000 248,709,000 253,560,000
Diluted
   231,582,000 244,012,000 251,716,000 249,570,000 255,647,000
Book value
   $ 9.93 $ 9.40 $ 9.32 $ 9.31 $ 8.57
Dividends declared
   0.67 0.64 0.72 0.76 0.68
Financial Ratios:

Return on average assets (a)
   1.33 % 1.24 % 0.48 % 1.13 % 1.45 %
Return on average shareholders’ equity (a)
   17.6 14.5 5.8 14.7 19.8
Net interest margin
   3.49 3.62 3.29 3.00 3.53
Efficiency ratio
   63.9 65.6 79.2 70.5 62.1
Effective tax rate
   26.4 38.1 (41.2 ) 28.1 31.3
Net charge-offs to average loans
   0.81 1.13 0.81 0.35 0.39
Allowance for loan and lease losses as a percentage of total loans and leases
   1.59 1.81 2.00 1.50 1.52
Tier 1 risk-based capital
   8.53 8.34 7.02 7.13 7.46
Total risk-based capital
   11.95 11.25 10.07 10.29 10.57
Tangible equity to tangible assets
   6.80 7.22 5.86 5.69 5.18
Balance Sheet Information:

Average loans and leases
   $ 20,023,718 $ 17,417,455 $ 18,086,070 $ 17,842,138 $ 17,837,700
Average earning assets
   24,592,810 20,846,137 21,903,486 22,648,066 23,294,545
Average total assets
   28,943,770 26,033,243 28,105,239 28,571,540 28,622,206
Average total deposits
   18,158,056 17,184,661 19,360,158 19,690,037 19,206,896
Average shareholders’ equity
   2,196,348 2,238,761 2,330,968 2,191,788 2,091,720
Period-end loans and leases
   21,075,118 18,587,403 18,471,170 17,623,208 18,044,101
Period-end allowance for loan losses
   335,254 336,648 369,332 264,929 273,931
Period-end assets
   30,483,804 27,527,932 28,458,769 28,534,567 29,397,036
Period-end shareholders’ equity
   2,275,002 2,189,793 2,341,897 2,335,229 2,157,566

~~(a)~~

~~Determined based on income before cumulative effect of change in accounting principle.~~


(dollars in thousands, except per share amounts)	2006			2005			2004			2003			2002
Statements of Income:
Interest income	$	2,070,519		$	1,641,765		$	1,347,315		$	1,305,756		$	1,293,195
Interest expense		1,051,342			679,354			435,941			456,770			543,621

Net interest income		1,019,177			962,411			911,374			848,986			749,574
Provision for loan and lease losses		65,191			81,299			55,062			163,993			194,426

Net interest income after provision for loan and lease losses		953,986			881,112			856,312			684,993			555,148
Non-interest income		561,069			632,282			818,598			1,069,153			1,341,704
Non-interest expense		1,000,994			969,820			1,122,244			1,230,159			1,374,147

Income before taxes		514,061			543,574			552,666			523,987			522,705
Provision for income taxes		52,840			131,483			153,741			138,294			198,974

Income before cumulative effect of change in accounting principle		461,221			412,091			398,925			385,693			323,731
Cumulative effect of change in accounting principle, net of tax		—			—			—			(13,330	)		—

Net income	$	461,221		$	412,091		$	398,925		$	372,363		$	323,731

Per Common Share:
Income before cumulative effect of change in accounting principle
Basic		$1.95			$1.79			$1.74			$1.68			$1.34
Diluted		1.92			1.77			1.71			1.67			1.33
Net income
Basic		1.95			1.79			1.74			1.62			1.34
Diluted		1.92			1.77			1.71			1.61			1.33
Weighted average shares outstanding
Basic		236,699,000			230,142,000			229,913,000			229,401,000			242,279,000
Diluted		239,920,000			233,475,000			233,856,000			231,582,000			244,012,000
Book value		$12.80			$11.41			$10.96			$9.93			$9.40
Dividends declared		1.00			0.845			0.75			0.67			0.64

Financial Ratios:
Return on average assets		1.31	%		1.26	%		1.27	%		1.29	%		1.24	%
Return on average shareholders’ equity		15.7			16.0			16.8			17.0			14.5
Net interest margin		3.29			3.33			3.33			3.49			3.62
Efficiency ratio		59.4			60.0			65.0			63.9			65.6
Effective tax rate		10.3			24.2			27.8			26.4			38.1
Net charge-offs to average loans		0.32			0.33			0.35			0.81			1.13
Allowance for loan and lease losses as a percentage of total loans and leases		1.04			1.10			1.15			1.42			1.62
Tier 1 risk-based capital		8.93			9.13			9.08			8.53			8.34
Total risk-based capital		12.79			12.42			12.48			11.95			11.25
Tangible equity to tangible assets		6.87			7.19			7.18			6.79			7.22

Balance Sheet Information:
Average loans and leases	$	25,943,554		$	24,309,768		$	22,126,894		$	20,028,779		$	17,417,455
Average earning assets		31,451,041			29,307,603			27,697,075			24,592,170			20,846,090
Average total assets		35,111,236			32,639,011			31,432,746			28,990,899			26,063,281
Average total deposits		24,183,624			22,011,445			19,494,418			18,158,056			17,184,661
Average shareholders’ equity		2,945,597			2,582,721			2,374,137			2,196,348			2,238,761
Period-end loans and leases		26,153,425			24,472,166			23,560,277			21,075,118			18,587,403
Period-end allowance for loan losses		272,068			268,347			271,211			299,732			300,503
Period-end assets		35,329,019			32,764,805			32,565,497			30,519,326			27,539,753
Period-end shareholders’ equity		3,014,326			2,557,501			2,537,638			2,275,002			2,189,793

SELECTED ~~CONSOLIDATED~~ HISTORICAL FINANCIAL DATA OF ~~UNIZAN~~SKY

Set forth below are highlights from ~~Unizan’s~~Sky’s consolidated financial ~~data~~information as of and for the ~~years~~five-year period ended December 31, ~~2003 through 1999. You~~2006, which is derived from the audited consolidated financial statements. The selected historical financial data is only a summary, and you should read this information in conjunction with ~~Unizan’s~~Sky’s audited consolidated financial statements and related notes included in ~~Unizan’s~~Sky’s Annual Report on Form 10-K for the year ended December 31, ~~2003,~~2006, which ~~are~~has been filed with the SEC and is incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information” on page ~~64.~~[ ].

Sky’s historical financial data may not be indicative of the results of operations or financial position to be expected in the future.


(dollars in thousands, except per share)	2003			2002			2001			2000			1999
(dollars in thousands, except per share amounts)																2006			2005			2004			2003			2002
Statements of Income:
Interest income	$	138,860		$	146,720		$	114,370		$	111,725		$	88,114		$	1,013,491		$	830,224		$	661,943		$	594,063		$	576,397
Interest expense		62,129			65,510			68,132			70,946			49,647			471,945			315,572			210,632			202,820			235,162

Net interest income		76,731			81,210			46,238			40,779			38,467			541,546			514,652			451,311			391,243			341,235
Provision for loan and lease losses		4,833			7,893			2,250			1,800			1,580			36,854			52,249			37,660			34,125			37,659

Net interest income after provision for loan and lease losses		71,898			73,317			43,988			38,979			36,887			504,692			426,403			413,651			357,118			303,576
Non-interest income		30,602			25,620			14,022			13,121			10,753			218,870			211,382			203,417			178,898			147,984
Non-interest expense		68,169			60,693			34,300			31,617			29,651			438,555			400,047			356,524			307,186			253,700

Income before taxes		34,331			38,244			23,710			20,483			17,989			285,007			273,738			260,544			228,830			197,860
Provision for income taxes		11,108			11,739			7,659			6,552			5,685			94,669			91,547			85,344			76,150			65,712

Income before cumulative effect of change in accounting principle		23,223			26,505			16,051			13,931			12,304
Cumulative effect of change in accounting principle, net of tax					(1,392	)
Income from continuing operations																	190,338			182,191			175,200			152,680			132,148
Income (loss) from discontinued operations, net of tax																	—			372			19,155			3,937			(4,341	)

Net income	$	23,223		$	25,113		$	16,051		$	13,931		$	12,304		$	190,338		$	182,563		$	194,355		$	156,617		$	127,807


Per Common Share:
Income before cumulative effect of change in accounting principle
Income from continuing operations
Basic	$	1.07		$	1.31		$	1.38		$	1.26		$	1.13			$1.73			$1.71			$1.76			$1.70			$1.58
Diluted		1.05			1.28			1.37			1.25			1.13			1.72			1.69			1.74			1.69			1.57
Net income
Basic		1.07			1.25			1.38			1.26			1.13			1.73			1.71			1.95			1.75			1.53
Diluted		1.05			1.21			1.37			1.25			1.13			1.72			1.69			1.93			1.73			1.52
Weighted average shares outstanding
Basic		21,683,336			20,166,933			11,606,392			11,081,630			10,843,684			110,107,000			106,796,000			99,461,000			89,630,000			83,439,000
Diluted		22,205,750			20,778,219			11,686,509			11,101,006			10,854,894			110,954,000			107,973,000			100,568,000			90,404,000			84,096,000
Book value	$	14.04		$	13.84		$	10.06		$	9.21		$	7.59			$16.08			$14.35			$13.77			$10.80			$9.54
Dividends declared		0.54			0.52			0.44			0.42			0.41			0.94			0.89			0.85			0.81			0.77

Financial Ratios:
Return on average assets (a)		0.85	%		1.10	%		1.05	%		0.96	%		1.02	%
Return on average shareholders’ equity (a)		7.7			10.0			14.2			15.4			14.3
Return on average assets																	1.18	%		1.21	%		1.43	%		1.29	%		1.29	%
Return on average shareholders’ equity																	11.6			12.3			15.8			17.2			17.7
Net interest margin		3.12			3.74			3.29			3.09			3.47			3.69			3.73			3.69			3.70			3.90
Efficiency ratio		59.4			54.1			53.6			54.7			56.6
Efficiency ratio (1)																	53.9			53.1			53.7			52.5			51.6
Effective tax rate		32.4			30.7			32.3			32.0			31.6			33.2			33.4			32.7			33.3			33.2
Net charge-offs to average loans		0.28			0.31			0.17			0.09			0.10			0.34			0.57			0.37			0.40			0.47
Allowance for loan and lease losses as a percentage of total loans and leases		1.25			1.33			1.03			0.93			0.87			1.35			1.30			1.43			1.45			1.45
Tier 1 risk-based capital		10.17			9.99			11.08			10.13			11.37			9.98			9.32			9.27			9.00			8.39
Total risk-based capital		11.34			11.18			12.07			11.09			12.25			12.07			11.53			11.73			11.83			11.02
Tangible equity to tangible assets		7.35			7.38			6.61			5.54			5.35			6.38			6.39			6.42			5.99			6.24

Balance Sheet Information:
Average loans and leases	$	1,951,840		$	1,752,249		$	1,078,111		$	990,811		$	810,782		$	11,523,336		$	10,766,796		$	9,462,682		$	8,103,732		$	6,532,756
Average earning assets		2,494,045			2,192,546			1,429,372			1,351,965			1,137,993			14,770,157			13,876,315			12,327,954			10,653,006			8,835,842
Average total assets		2,740,079			2,418,613			1,530,326			1,450,555			1,210,077
Average assets																	16,192,790			15,145,698			13,571,916			12,166,747			9,915,710
Average total deposits		2,008,451			1,729,394			1,117,653			952,617			792,466			11,493,468			10,626,218			9,504,848			8,400,743			7,016,506
Average shareholders’ equity		301,914			265,027			113,092			90,329			86,091			1,646,132			1,487,624			1,229,933			908,756			723,242
Period-end loans and leases		1,968,484			1,906,374			1,029,037			1,089,651			849,767			12,826,817			11,149,222			10,616,118			8,644,645			7,347,988
Period-end allowance for loan losses		24,611			25,271			10,610			10,150			7,431			172,990			144,461			151,389			124,943			106,675
Period-end assets		2,727,249			2,691,902			1,471,454			1,559,601			1,274,206			17,726,094			15,683,291			14,944,423			12,946,978			11,050,120
Period-end shareholders’ equity		302,823			304,290			116,506			107,142			80,108			1,880,648			1,553,877			1,470,955			998,576			832,433

~~(a)~~(1)

~~Determined based on income before cumulative effect of change~~For comparison purposes, Sky’s efficiency ratio has been calculated using the same definition used by Huntington and as a result may differ from efficiency ratios included in ~~accounting principle.~~previous Sky public filings.

SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION


	Year ended December 31, 2006
(dollars in thousands, except per share amounts)	Huntington		Sky		Adjustments		Pro Forma
Statements of Income:
Interest income	$2,070,519		$1,013,491		$36,679		$3,120,689
Interest expense	1,051,342		471,945		11,558		1,534,845

Net interest income	1,019,177		541,546		25,121		1,585,844
Provision for loan and lease losses	65,191		36,854				102,045

Net interest income after provision for loan and lease losses	953,986		504,692		25,121		1,483,799
Non-interest income	561,069		218,870				779,939
Non-interest expense	1,000,994		438,555		42,379		1,481,928

Income before taxes	514,061		285,007		(17,258	)	781,810
Provision for income taxes	52,840		94,669		(6,040	)	141,469

Net income	$ 461,221		$ 190,338		$(11,218	)	$ 640,341

Per Common Share:
Net income
Basic	$1.95		$1.73				$1.79
Diluted	1.92		1.72				1.77
Weighted average shares outstanding
Basic	236,699,000		110,107,000		10,790,486		357,596,486
Diluted	239,920,000		110,954,000		10,873,492		361,747,492
Book value	$12.80		$16.08				$16.82

Financial Ratios:
Return on average assets	1.31	%	1.18	%			1.21	%
Return on average shareholders’ equity	15.7		11.6				11.0
Net interest margin	3.29		3.69				3.48
Efficiency ratio (1)	59.4		53.9				57.0
Effective tax rate	10.3		33.2				18.1
Net charge-offs to average loans	0.32		0.34				0.32
Allowance for loan and lease losses as a percentage of total loans and leases	1.04		1.35				1.11
Tier 1 risk-based capital	8.93		9.98				8.63
Total risk-based capital	12.79		12.07				11.91
Tangible equity to tangible assets	6.87		6.38				5.47

BalanceSheetInformation:
Average loans and leases	$25,943,554		$11,523,336		$ (108,416	)	$37,358,471
Average earning assets	31,451,041		14,770,157		(108,416	)	46,112,782
Average assets	35,111,236		16,192,790		1,718,797		53,022,823
Average total deposits	24,183,624		11,493,468		7,000		35,684,092
Average shareholders’ equity	2,945,597		1,646,132		1,227,175		5,818,904
Period-end loans and leases	26,153,425		12,826,817		(108,416	)	38,871,826
Period-end allowance for loan losses	272,068		172,990		(13,416	)	431,642
Period-end assets	35,329,019		17,726,094		1,718,797		54,773,912
Period-end shareholders’ equity	3,014,326		1,880,648		1,227,175		6,122,149

(1)	For comparison purposes, Sky’s efficiency ratio has been calculated using the same definition used by Huntington and as a result may differ from efficiency ratios included in previous Sky public filings.

COMPARATIVE PER SHARE DATA

The following table sets forth for Huntington common stock and ~~Unizan~~Sky common stock certain historical, pro forma and pro forma-equivalent per share financial information. The pro forma and pro forma-equivalent per share information gives effect to the merger as if the merger had been effective on the date and period presented. The information included under “Per Equivalent ~~Unizan~~Sky Share” was obtained by multiplying the “Pro Forma Combined” amounts by ~~the 1.1424 exchange ratio.~~1.098 per Sky share and adding $3.023 in cash. The pro forma data in the tables assume that the merger is accounted for using the purchase method of accounting. See “Accounting Treatment” on page ~~43.~~

[ ].

We expect that we will incur merger and integration costs as a result of combining our companies. We have estimated those costs will approximate ~~$26~~$185 million before taxes. We also anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses. We have estimated those benefits will include a reduction of operating expenses of approximately ~~$17~~$115 million before taxes. The anticipated benefits from the merger, the expected amount of the merger costs and the timing of their recognition and realization may be revised as additional information becomes available and additional analysis is performed. While helpful in illustrating the financial characteristics of the combined company under one set of assumptions, the pro forma information does not reflect these anticipated financial benefits and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined. These costs and benefits are not reflected in the pro forma data.

The information in the following table is based on, and should be read together with, the historical financial information that we have presented in our prior filings with the ~~Securities and Exchange Commission~~SEC and the pro forma financial information that appears elsewhere in this document. See “Where You Can Find More Information” on page ~~64.~~[ ]. Upon completion of the merger, the operating results of ~~Unizan~~Sky will be reflected in the consolidated financial statements of Huntington on a prospective basis.

Huntington
Historical
   Unizan
Historical
   Pro Forma
Combined
   Per
Equivalent
Unizan
Share
Income per share before cumulative effect of change in
accounting for the fiscal year ended December 31, 2003:

Basic
$ 1.68    $ 1.07    $ 1.61    $ 1.84
Diluted
1.67    1.05    1.59    1.82
Net income per share for the fiscal year ended December 31, 2003:

Basic
$ 1.62    $ 1.07    $ 1.56    $ 1.78
Diluted
1.61    1.05    1.54    1.76
Cash Dividends per share declared as of December 31, 2003:
$ 0.67    $ 0.54    $ 0.67    $ 0.77
Book Value per share as of December 31, 2003:
$ 9.93    $ 14.04    $ 10.16    $ 11.61


	Huntington Historical		Sky Historical		Pro Forma Combined		Per Equivalent Sky Share
Net income per share for the year ended December 31, 2006:
Basic	$	1.95	$	1.73	$	1.79	$	1.97
Diluted		1.92		1.72		1.77		1.94

Cash Dividends per share declared for the year ended December 31, 2006		1.00		0.94		1.00		1.10
Book Value per share as of December 31, 2006		12.80		16.08		16.82		18.47

In addition to the other information included and incorporated by reference into this document, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors before deciding whether to vote for the approval and adoption of the merger agreement, in the case of Sky shareholders, or for the issuance of shares of Huntington common stock, in the case of Huntington shareholders. For further discussion of these and other risk factors, please see Huntington’s and Sky’s periodic reports and other documents incorporated by reference into this document. See “Where You Can Find More Information”, beginning on page [ ].

Because the market price of shares of Huntington common stock will fluctuate, Sky shareholders cannot be sure of the market value of the shares of Huntington common stock that will be issued in the merger.

Upon completion of the merger, each share of Sky common stock outstanding immediately prior to the merger will be converted into the right to receive 1.098 shares of Huntington common stock and $3.023 in cash, without interest. The exchange ratio is fixed and will not be adjusted due to any increase or decrease in the price of Huntington common stock or Sky common stock. The value of Sky common stock in the merger will depend on the sum of the market price of a share of Huntington common stock upon the completion of the merger and the cash consideration. If the price of Huntington common stock declines, Sky shareholders will receive less value for their shares upon completion of the merger than the value calculated pursuant to the exchange ratio on the date of this joint proxy statement/prospectus or on the date of the Huntington and Sky shareholder meetings. The market price of a share of Huntington common stock on the date of closing of the merger is likely to be different, and may be lower, than it was on the date of this joint proxy statement/prospectus or on the date of the Huntington and Sky shareholder meetings.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the businesses, operations and prospects of Huntington or Sky, and regulatory developments or considerations. Shareholders of Huntington and Sky are urged to obtain current market quotations for Huntington and Sky common stock when they consider whether to approve the proposals required to complete the merger at the respective shareholder meetings.

We may fail to realize the anticipated cost savings and other financial benefits of the merger on the anticipated schedule, if at all.

Huntington may face significant challenges in integrating Sky’s operations into its operations in a timely and efficient manner and in retaining key Sky personnel. Currently, each company operates as an independent public company. Achieving the anticipated cost savings and financial benefits of the merger will depend in part upon whether Huntington integrates Sky’s businesses in an efficient and effective manner. Huntington may not be able to accomplish this integration process smoothly or successfully. In addition, the integration of certain operations following the merger will require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day business of the combined company. Any inability to realize the full extent of, or any of, the anticipated cost savings and financial benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect on the business and results of operations of the combined company, which may affect the market price of Huntington common stock.

This document contains ~~or incorporates by reference a number of~~certain forward-looking statements, ~~regarding~~including certain plans, expectations, goals, and projections, and including statements about the financial condition, results of operations, earnings outlook, business and prospects of Huntington, Unizan and the potential combined company and may include statements for the period following the completionbenefits of the merger. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “potential,” “possible” or other similar expressions.

~~The forward-looking statements involve certain~~merger between Huntington and Sky, which are subject to numerous assumptions, risks, and uncertainties. ~~The ability of either Huntington or Unizan to predict~~Actual results or the actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that may cause actual results or earnings tocould differ materially from those ~~contemplated~~contained or implied by ~~the forward-looking~~such statements ~~include, but are not limited to, the following:~~for a variety of factors, including:

~~completion~~

the businesses of ~~the merger is dependent on, among other things, receipt of shareholder~~Huntington and ~~regulatory approvals, the timing of which cannot be predicted with precision and which~~Sky may not be ~~received at all;~~

~~the merger may be more expensive to complete than anticipated, including as a result of unexpected factors~~integrated successfully or ~~events;~~

~~the~~such integration of Unizan’s business and operations with those of Huntington, including systems conversions, may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to Unizan’s or Huntington’s existing businesses;

~~the anticipated cost savings of the merger~~ may take longer to ~~be realized or~~accomplish than expected;

the expected cost savings and any revenue synergies from the merger may not be ~~achieved in their entirety; and~~fully realized within the expected time frames;

~~decisions~~

disruption from the merger may make it more difficult to ~~sell~~maintain relationships with clients, associates, or ~~close units or otherwise change the business mix of either company.~~suppliers;

~~Because these~~changes in economic conditions;

movements in interest rates;

competitive pressures on product pricing and services;

success and timing of other business strategies;

the nature, extent, and timing of governmental actions and reforms; and

extended disruption of vital infrastructure.

All forward-looking statements included in this document are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. Unizan stockholders are cautioned not to place undue reliancebased on ~~these statements, which speak only as~~information available at the time of the ~~date of this document or the date of~~document. Neither Huntington nor Sky assumes any ~~document incorporated by reference in this document.~~ obligation to update any forward-looking statement.

For additional information about factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, please see the reports that Huntington and ~~Unizan~~Sky have filed with the SEC as described under “Where You Can Find More Information” beginning on page ~~64.~~

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Huntington or Unizan or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Huntington and Unizan undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.[ ].

This section contains information from ~~Unizan~~Huntington for ~~Unizan stockholders~~Huntington shareholders about the ~~special~~annual meeting of ~~Unizan stockholders~~Huntington shareholders that has been called to consider and ~~adopt~~vote upon a proposal to approve the issuance of Huntington common stock in connection with the merger, ~~agreement.~~

to elect three directors to serve as Class II Directors, to consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as Huntington’s independent registered public accounting firm, to consider and vote upon a proposal to approve the 2007 Stock and Long-Term Incentive Plan and to consider and vote upon a proposal to approve the First Amendment to the Management Incentive Plan.

Together with this document, we are also sending you a notice of the ~~Unizan~~Huntington annual meeting and a form of proxy that is solicited by the Huntington board of directors. The Huntington annual meeting will be held at the King Arts Complex, 867 Mt. Vernon Avenue, Columbus, Ohio, on [ ], [ ] [ ], 2007 at 10:00 a.m., local time.

elect three directors to serve as Class II Directors until the 2010 Annual Meeting of Shareholders and until the successors are elected and qualify;

consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Huntington Bancshares Incorporated for the year 2007;

consider and vote upon a proposal to approve the 2007 Stock and Long-Term Incentive Plan;

consider and vote upon a proposal to approve the First Amendment to the Management Incentive Plan;

transact any other business that may properly be brought before the Huntington annual meeting or any adjournments or postponements thereof.

Each copy of this document mailed to Huntington shareholders is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the Internet. If voting by mail, you should complete, sign and return the proxy card accompanying this document to ensure that your vote is counted at the Huntington annual meeting, or at any adjournment or postponement of the Huntington annual meeting, regardless of whether you plan to attend the Huntington annual meeting. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth in the enclosed proxy card instructions.

You may revoke your signed proxy card at any time before it is voted by signing and returning a proxy card with a later date, delivering a written revocation letter to Huntington’s Secretary, or by attending the Huntington annual meeting in person, notifying the Secretary, and voting by ballot at the Huntington annual meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.

Any shareholder entitled to vote in person at the Huntington annual meeting may vote in person whether or not a proxy has been previously given, but the mere presence (without notifying the Secretary) of a shareholder at the Huntington annual meeting will not constitute revocation of a previously given proxy.

Written notices of revocation and other communications about revoking your proxy should be addressed to:

If your shares are held in the Huntington Investment and Tax Savings Plan, you may instruct the trustee on how to vote your shares by following the procedures specified on the voting instructions card.

If your shares are held in street name by a broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the granting or revocation of proxies.

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the proposal to issue shares of Huntington common stock in the merger, “FOR” approval of the proposal to adjourn the annual meeting, including, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the annual meeting to approve the stock issuance and “FOR” each of the other proposals. According to the Huntington bylaws, business to be conducted at a annual meeting of shareholders may only be brought before the meeting by the board of directors or pursuant to Huntington’s notice of meeting, which would include business properly brought before the meeting by a shareholder. Accordingly, no matters other than the matters described in this joint proxy statement/prospectus will be presented for action at the Huntington annual meeting or at any adjournment or postponement of the Huntington annual meeting.

Huntington will bear the entire cost of soliciting proxies from you, provided that Huntington and Sky will share equally in the expenses incurred in the printing and mailing of this document. In addition to solicitation of proxies by mail, we will request that banks, brokers, and other record holders send proxies and proxy material to the beneficial owners of Huntington common stock and secure their voting instructions, if necessary. We will reimburse the record holders for their reasonable expenses in taking those actions. We have also made arrangements with Morrow & Co., Inc. to assist us in soliciting proxies and have agreed to pay them $[ ] plus reasonable expenses for these services. If necessary, we may use several of our regular employees, who will not be specially compensated, to solicit proxies from Huntington shareholders, either personally or by telephone, facsimile, letter or other electronic means.

The Huntington board of directors has fixed the close of business on [*], 2007 as the record date for determining the Huntington shareholders entitled to receive notice of and to vote at the Huntington annual meeting. At that time, [*] shares of Huntington common stock were outstanding.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Huntington will constitute a quorum at the meeting. Under the law of Maryland, Huntington’s state of incorporation, abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum, but are not counted as votes cast at the meeting. Broker non-votes occur when brokers who hold their customers’

shares in street name submit proxies for such shares on some matters, but not others. Generally, this would occur when brokers have not received any instructions from their customers. In these cases, 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 registered public accounting firm, but not on non-routine matters such as the stock issuance proposal, the 2007 Stock and Long-Term Incentive Plan proposal and the First Amendment to the Management Incentive Plan proposal.

The stock issuance proposal requires the affirmative vote of a majority of all votes cast by the holders of common stock at a meeting at which a quorum is present. Broker non-votes and abstentions will have no effect on this matter since they are not counted as votes cast at the meeting. The election of each nominee for director 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 and thus abstentions will have no effect. Ratification of the appointment of Deloitte & Touche LLP, approval of the 2007 Stock and Long-Term Incentive Plan and approval of the First Amendment to the Management Incentive Plan each will require the affirmative vote of a majority of all votes cast by the holders of common stock at a meeting at which a quorum is present. Broker non-votes and abstentions will have no effect on these matters since they are not counted as votes cast at the meeting. You are entitled to one vote on each proposal presented at the Huntington annual meeting for each share of Huntington common stock you held as of the record date.

The Huntington board of directors urges Huntington shareholders to complete, date, and sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope if voting by mail, call the toll-free number listed in the proxy card instructions if voting by telephone, or access the Internet site listed in the proxy card instructions if voting through the Internet.

As of the record date, directors and executive officers of Huntington and their affiliates had the right to vote [*] shares of Huntington common stock, or [*]% of the outstanding Huntington common stock at that date.

The Huntington board of directors has unanimously approved the merger agreement and the transactions it contemplates. The Huntington board of directors has determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of Huntington and its shareholders and unanimously recommends that the Huntington shareholders vote “FOR” the proposal to issue shares of Huntington common stock in the merger and “FOR” each of the other proposals. See “The Merger—Huntington’s Reasons for the Merger; Recommendation of Huntington’s Board of Directors” on page [ ] for a more detailed discussion of the Huntington board of directors’ recommendation of the merger.

All Huntington shareholders, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the Huntington annual meeting. Shareholders of record can vote in person at the annual meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the annual meeting. If you plan to attend the annual meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

This section contains information from Sky for Sky shareholders about the special meeting of Sky shareholders that has been called to consider a proposal to approve the merger agreement.

Together with this document, we are also sending you a notice of the Sky special meeting and a form of proxy that is solicited by the ~~Unizan~~Sky board of directors. The ~~Unizan~~Sky special meeting will be held at Marriott Cleveland East, 26300 Harvard Road, Warrensville Heights, Ohio, on [*[ ]~~, 2004~~ [ ], 2007 at ~~10:00 a.m.,~~[ ]:[ ], local ~~time, at the Marriott McKinley Grand Hotel, 320 Market Avenue South, Canton, Ohio.~~

consider and vote onupon a proposal ~~for adoption~~to approve and adopt the Agreement and Plan of ~~the merger agreement.~~Merger, dated as of December 20, 2006, by and among Huntington, Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington, and Sky;

~~You also will be asked to~~consider and vote upon a proposal to approve the adjournment of the special meeting, including, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting ~~to adopt~~for the ~~merger agreement.~~foregoing proposal; and

transact any other business that may properly be brought before the Sky special meeting or any adjournments or postponements thereof.

Each copy of this document mailed to ~~Unizan stockholders~~Sky shareholders is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the Internet. If voting by mail, you should complete and return the proxy card accompanying this document to ensure that your vote is counted at the ~~Unizan~~Sky special meeting, or at any adjournment or postponement of the ~~Unizan~~Sky special meeting, regardless of whether you plan to attend the ~~Unizan~~Sky special meeting. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth in the enclosed proxy card instructions.

You may revoke your signed proxy card at any time before it is voted by signing and returning a proxy card with a later date, delivering a written revocation letter to ~~Unizan’s~~Sky’s Secretary, or by attending the ~~Unizan~~Sky special meeting in person, notifying the Secretary, and voting by ballot at the ~~Unizan~~Sky special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.

Any ~~stockholder~~shareholder entitled to vote in person at the ~~Unizan~~Sky special meeting may vote in person whether or not a proxy has been previously given, but the mere presence (without notifying the Secretary) of a ~~stockholder~~shareholder at the ~~Unizan~~Sky special meeting will not constitute revocation of a previously given proxy.

Written notices of revocation and other communications about revoking your proxy should be addressed to:

If your shares are held in street name by a broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the revocation of proxies.

at a special meeting of ~~stockholders~~shareholders may only be brought before the meeting pursuant to ~~Unizan’s~~Sky’s notice of meeting. Accordingly, no matters other than the matters described in this joint proxy statement/prospectus will be presented for action at the ~~Unizan~~Sky special meeting or at any adjournment or postponement of the ~~Unizan~~Sky special meeting.

~~Unizan stockholders~~Sky shareholders should NOT send ~~Unizan~~Sky stock certificates with their proxy cards. Following completion of the merger, ~~Unizan stockholders~~Sky shareholders will be mailed a transmittal form with instructions on how to exchange their ~~Unizan~~Sky stock certificates for Huntington stock certificates, ~~and~~ cash instead of fractional shares, if ~~applicable.~~

~~Unizan~~Sky will bear the entire cost of soliciting proxies from ~~you.~~you, provided that Huntington and Sky will share equally in the expenses incurred in the printing and mailing of this document. In addition to solicitation of proxies by mail, we will request that banks, brokers, and other record holders send proxies and proxy material to the beneficial owners of ~~Unizan~~Sky common stock and secure their voting instructions, if necessary. We will reimburse the record holders for their reasonable expenses in taking those actions. We have also made arrangements with ~~Morrow & Co.,~~Georgeson Inc. to assist us in soliciting proxies and have agreed to pay them ~~$7,500~~$[ ] plus reasonable expenses for these services. If necessary, we may use several of our regular employees, who will not be specially compensated, to solicit proxies from ~~Unizan stockholders,~~Sky shareholders, either personally or by telephone, facsimile, letter or other electronic means.

Unless it has received contrary instructions, Unizan may send a single copy of this proxy statement/prospectus to any household at which two or more Unizan stockholders reside if Unizan believes the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce Unizan’s expenses.

If you would like to receive your own proxy statement/prospectus, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single proxy statement/prospectus, follow these instructions:

If your shares are registered in your own name, please contact Unizan’s transfer agent, Unizan Bank, National Association, and inform them of your request by calling them at (330) 438-1206 or writing to them at 624 Market Avenue North, Canton, Ohio 44702.

~~If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.~~

The ~~Unizan~~Sky board of directors has fixed the close of business on [*], ~~2004~~2007 as the record date for determining the ~~Unizan stockholders~~Sky shareholders entitled to receive notice of and to vote at the ~~Unizan~~Sky special meeting. At that time, [*] shares of ~~Unizan~~Sky common stock were outstanding.

The presence, in person or by ~~properly executed~~ proxy, of the holders of a majority of the outstanding shares of ~~Unizan common stock is necessary to~~Sky will constitute a quorum at the ~~Unizan special~~ meeting. ~~Abstentions~~Under the law of Ohio, Sky’s state of incorporation, abstentions and broker non-votes ~~will be~~are counted for ~~the purpose~~purposes of determining ~~whether~~the presence or absence of a quorum, ~~is present. When we refer to broker~~but are not counted as votes cast at the meeting. Broker non-votes ~~we are referring to unvoted proxies submitted by~~occur when brokers who hold their customers’ shares in street name submit proxies for such shares on some matters, but not others. Generally, this would occur when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are ~~not able~~permitted to vote on “routine” matters, which typically include the election of directors, but not on non-routine matters such as approval of a merger ~~agreement absent instructions from the applicable beneficial owner.~~agreement.

Approval of the merger agreement requires the affirmative vote of the holders of ~~two-thirds~~a majority of the ~~voting power~~outstanding shares of ~~Unizan~~Sky common stock entitled to vote on such proposal at ~~the Unizan special meeting. You are entitled to one vote for each share of Unizan common stock you held as of the record date.~~

such meeting at which a quorum is present. Because the affirmative vote of the holders of ~~two-thirds~~a majority of the voting power of ~~Unizan~~Sky common stock entitled to vote at the ~~Unizan~~Sky special meeting is needed for us to proceed with the merger, the failure to vote by proxy or in person will have the same effect as a vote against the merger. Abstentions and broker non-votes also will have the same effect as a vote against the merger. ~~Accordingly,~~You are entitled to one vote on each proposal presented at the ~~Unizan~~Sky special meeting for each share of Sky common stock you held as of the record date.

The Sky board of directors urges ~~Unizan stockholders~~Sky shareholders to complete, date, and sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope if voting by mail, call the toll-free number listed in the proxy card instructions if voting by telephone, or access the Internet site listed in the proxy card instructions if voting through the Internet.

As of the record date directors and executive officers of ~~Unizan~~Sky and their affiliates had the right to vote [*] shares of ~~Unizan~~Sky common stock, or [*]% of the outstanding ~~Unizan~~Sky common stock at that date.

The ~~Unizan~~Sky board of directors has unanimously approved the merger agreement and the transactions it contemplates. The ~~Unizan~~Sky board of directors determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of ~~Unizan~~Sky and its ~~stockholders~~shareholders and unanimously recommends that ~~you~~the Sky shareholders vote “FOR” ~~adoption of~~the proposal to approve the merger agreement. See “The ~~Merger-Unizan’s~~Merger—Sky’s Reasons for the Merger; Recommendation of ~~Unizan’s~~Sky’s Board of Directors” on page 18[ ] for a more detailed discussion of the ~~Unizan~~Sky board of directors’ recommendation.

All ~~Unizan stockholders,~~Sky shareholders, including ~~stockholders~~shareholders of record and ~~stockholders~~shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the ~~Unizan~~Sky special meeting. ~~Stockholders~~Shareholders of record can vote in person at the special meeting. If you are not a ~~stockholder~~shareholder of record, you must obtain a proxy executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

Huntington Bancshares Incorporated is a multi-state diversified financial holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through its subsidiaries, Huntington is engaged in providing full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, and discount brokerage services, as well as underwriting credit life and disability insurance, and selling other insurance and financial products and services. The Huntington National Bank, organized in 1866, is Huntington’s only bank subsidiary. At December 31, 2003, Huntington Bank had 162 banking offices in Ohio, 114 banking offices in Michigan, 25 banking offices in West Virginia, 22 banking offices in Indiana, 12 banking offices in Kentucky, 3 private banking offices in Florida, and one foreign office in each of the Cayman Islands and Hong Kong. Selected financial services, including those of Huntington’s mortgage group, are also conducted in other states including Arizona, Florida, Georgia, Maryland, New Jersey, Pennsylvania, and Tennessee. Foreign banking activities, in total or with any individual country, are not significant to the operations of Huntington. At December 31, 2003, Huntington and its subsidiaries had 7,983 full-time equivalent employees.

Additional information about Huntington and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” on page 64.

Unizan Financial Corp. is a financial holding company organized under the laws of the State of Ohio and is headquartered in Canton, Ohio. It conducts a full-service commercial and retail banking business through its wholly-owned subsidiary, Unizan Bank, National Association. Unizan Financial Corp. was formed as a result of the merger between BancFirst Ohio Corp. and UNB Corp. that was completed on March 7, 2002.

Unizan Financial Corp.’s main affiliate, Unizan Bank, National Association, is a full-service banking organization with 45 banking offices offering a wide range of commercial, retail and fiduciary banking services primarily to customers in Stark, Summit, Wayne, Muskingum, Licking, Franklin, Greene, Miami and Montgomery Counties of Ohio. The Aircraft Finance Group of the Bank maintains a local sales office in Franklin County as well as two regional offices in Sacramento, California and Orlando, Florida, which generate loans nationally. Also, the Bank has small business lending centers to serve small businesses and specializes in loans guaranteed by the U.S. Department of Commerce, Small Business Administration. Currently, small business lending centers are located in Cleveland, Columbus, Cincinnati and Dayton, Ohio; Indianapolis, Indiana, Mt. Arlington, New Jersey, and Detroit, Michigan.

The Bank offers a broad range of loan, deposit, trust and miscellaneous products and services. Loan products include commercial and commercial real estate loans, government guaranteed loans, a variety of residential mortgage and construction loan products, direct and indirect consumer installment loans, home equity lines of credit, aircraft financing, VISA business lines of credit and accounts receivable financing. Deposit products include interest and non-interest bearing checking products, various savings and money market products, and certificates of deposit and IRAs with various maturities.

Additional information about Unizan and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” on page 64.

The following discussion contains material information pertaining to the merger. This discussion is subject, and qualified in its entirety by reference, to the merger agreement and the financial advisor ~~opinion~~opinions attached as Appendices to this document. We encourage you to read and review those documents as well as the discussion in this document.

The next sections of this document have additional and more detailed information regarding the legal ~~documents~~document that ~~govern~~governs the merger, including information about the conditions to completion of the merger and the provisions for terminating or amending the merger agreement.

We are furnishing this document to ~~Unizan stockholders~~Huntington shareholders and Sky shareholders in connection with the solicitation of proxies by the board of directors of ~~Unizan~~each of Huntington and Sky for use at ~~the Unizan~~their respective annual and special ~~meeting~~meetings of ~~stockholders~~shareholders and any adjournment or postponement of ~~the special meeting.~~

The merger agreement provides for the merger of ~~Unizan~~Sky Financial ~~Corp.~~Group, Inc. with and into Penguin Acquisition, LLC, a direct, wholly owned subsidiary of Huntington ~~Bancshares Incorporated. Huntington will be~~formed for the ~~surviving corporation in~~purposes of the merger.

~~Upon completion of~~ Huntington’s subsidiary will survive the merger ~~Unizan stockholders~~as a direct, wholly owned subsidiary of Huntington.

Sky shareholders will ~~have the right to~~ receive ~~1.1424~~1.098 shares of Huntington common stock and $3.023 in cash, without interest, for each share of ~~Unizan~~Sky common stock ~~that~~ they ~~hold immediately prior to~~hold. The exchange ratio is fixed and will not be adjusted for changes in the ~~merger.~~market value of the common stock of Sky or Huntington. If the number of shares of common stock of Huntington or ~~Unizan~~Sky changes before the merger is completed because of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar event, then an appropriate and proportionate adjustment will be made to the exchange ratio. ~~Unizan stockholders~~Sky shareholders will receive cash instead of any fractional shares of Huntington common stock that would have otherwise been issued at the completion of the merger.

Huntington will account for the merger as a purchase for financial reporting purposes. The merger has been structured to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and also referred to in this document as the Code, for U.S. federal income tax purposes, and it is a condition to our respective obligations to complete the merger that Huntington and ~~Unizan~~Sky each receive a legal opinion to that effect. Huntington ~~and Unizan~~ may alter the method of effecting the combination of the companies ~~if requested by either company~~ and ~~consented to by the other company (such consent not to be unreasonably withheld).~~Sky must cooperate in such efforts. However, the change will not be made if it alters or changes the ~~number~~amount or ~~type~~kind of ~~shares of Huntington stock into which shares of Unizan stock will~~the merger consideration to be ~~converted,~~received by Sky shareholders, adversely affects the tax treatment of ~~Unizan stockholders pursuant~~Sky shareholders or either party to the merger agreement, or materially impedes or delays completion of the merger.

~~The~~Sky’s and Huntington’s board of directors have from time to time engaged with senior management in strategic reviews, and ~~management of Unizan have periodically reviewed and assessed the~~each has considered ways to enhance its company’s ~~business, strategic direction,~~ performance and prospects in light of competitive and other relevant developments. These strategic reviews have focused on, among other things, the ~~context~~business environment facing financial institutions generally, as well as conditions and ongoing consolidation in the financial services industry. For each company, these reviews have also included periodic discussions with respect to potential transactions that would further its strategic objectives, and the potential benefits and risks of ~~developments in~~those transactions.

Thomas Hoaglin, chairman, president and chief executive officer of Huntington, and Marty Adams, chairman, president and chief executive officer of Sky, have known each other for several years, and periodically have met informally at industry conferences and discussed the financial services industry and their respective

companies. Among other things, the ~~competitive landscape in~~two discussed general industry trends and strategic developments regarding the ~~markets in which Unizan operates~~two companies. Both Messrs. Hoaglin and ~~elsewhere. The Unizan board has~~Adams have also periodically discussed informally with representatives of other industry participants market developments and conditions and various potential strategic transactions.

During the first half of 2006, Mr. Hoaglin contacted Mr. Adams, and they subsequently had occasional conversations, to discuss informally their respective companies and a potential strategic business combination transaction. Based on preliminary mutual interest between Huntington and Sky concerning a potential strategic business combination transaction, the two companies entered into a confidentiality agreement in late July 2006.

Periodically over the next several months following the execution of the confidentiality agreement, senior executives of Sky engaged in informal discussions with senior executives of Huntington regarding a potential transaction and the possible risks and benefits involved in such a transaction. Also during such time, Sky engaged financial and legal advisors to assist it. Messrs. Hoaglin and Adams discussed the potential financial, governance and other significant terms of a potential merger between Huntington and Sky. During the course of these discussions, both Messrs. Hoaglin and Adams periodically apprised members of their respective company’s board of directors, including at regularly scheduled board meetings, of the substance of the discussions. Based on these discussions, Messrs. Hoaglin and Adams determined that there appeared to be a basis for a mutually acceptable transaction and determined to report on the substance of these discussions to their respective boards of directors.

At Huntington board meetings in July and October 2006, Mr. Hoaglin and Mr. Don Kimble, Chief Financial Officer of Huntington, reviewed for the Huntington board of directors preliminary financial analyses of a potential strategic transaction with Sky. Mr. Hoaglin reviewed with the Huntington board of directors his preliminary discussions with Sky regarding the potential strategic transaction. The board of directors engaged in questions and ~~assessed various strategic options available~~answers regarding the potential transaction, including discussions regarding the benefits to ~~it, including,~~Huntington of Mr. Adams remaining with the company following the transaction. Following the discussions, the Huntington board of directors authorized Huntington management to continue preliminary discussions with Sky in order to gauge in greater detail the potential benefits of the possible transaction. In September and October, members of the Huntington board of directors had opportunities to meet Mr. Adams to discuss, among other things, ~~continued independence~~his perspectives on Sky’s business and prospects and Mr. Adams’ management philosophy.

At a meeting of the Sky board of directors in late November 2006, Mr. Adams reviewed for the Sky board of directors his preliminary discussions with Huntington regarding a potential strategic ~~business combinations, as part~~transaction. The board of directors discussed and engaged in questions and answers regarding Sky’s strategic objectives and possible transactions, including a potential transaction with Huntington. Following such discussions, the Sky board of directors authorized Sky management to continue preliminary discussions with Huntington in order to gauge in greater detail the potential benefits of a ~~continuing effort~~possible business combination transaction with Huntington.

Starting in early December 2006, Mr. Hoaglin and Mr. Adams had several additional conversations focused on the framework for a potential business combination transaction that would be mutually acceptable to ~~improve its banking franchise and enhance shareholder value. Unizan itself was formed as a result~~the parties. The discussions focused on the potential terms of a ~~March 7, 2002,~~strategic merger, ~~between BancFirst Ohio Corp.~~including financial and ~~UNB Corp.~~

governance terms. Also during this time, Huntington engaged legal and financial advisors to assist it in connection with the potential transaction, and representatives of each of Sky and Huntington, including the parties’ respective legal and financial advisors, began conducting mutual due diligence, which continued through the signing of the merger agreement.

In early December 2006, the ~~fall~~parties and their outside counsel began preliminary drafting of ~~2003,~~the merger agreement and related transaction agreements. Discussions between representatives of Huntington and Sky continued regarding a potential business combination and the benefits for each company that could result from such a transaction. During the course of these discussions, the parties finalized governance arrangements for a proposed transaction, which included the size and composition of the board of the combined company,

headquarters location, and each of Mr. Hoaglin and Mr. Adams entering into employment agreements with the combined company, under which Mr. Hoaglin would serve as chairman and chief executive officer of the combined company, and Mr. Adams would serve as president and chief operating officer and would succeed Mr. Hoaglin as chief executive officer by December 31, 2009.

On December 12 and 13, 2006, the Sky board of directors held a meeting to consider, based on presentations from Sky management and Sky’s outside legal and financial advisors, the status of discussions with Huntington. Following questions and discussions among those in attendance, Sky’s board of directors authorized Sky management to complete negotiations with Huntington and finalize definitive documentation regarding a potential business combination transaction.

On December 15, 2006, the board of directors of ~~Unizan, in consultation~~Huntington met with Huntington’s senior management ~~decided~~and outside legal counsel to ~~retain~~consider the ~~services~~status of ~~an investment banker to provide guidance and advice to~~discussions with Sky regarding a potential transaction. The Huntington board of directors reviewed the ~~board regarding the alternatives for maximizing shareholder value. As a result, Unizan retained Sandler O’Neill & Partners, L.P. to assist it in~~

~~evaluating strategic alternatives. After consideration~~general terms of the ~~alternatives~~proposed transaction, including those that related to Mr. Hoaglin’s and ~~subsequent to discussions with management, the Company’s~~Mr. Adams’ respective employment arrangements. Huntington’s legal counsel discussed various aspects of the proposed merger agreement and Sandler O’Neill, the Unizan board, taking into account the Company’s financial position, the competitive landscape in the financial marketplace and the continuing consolidation trend among financial institutions, determined thatemployment agreements. Following a strategic transaction with another larger financial institution likely presented the best prospects for enhancing shareholder value and directed management, working with Sandler O’Neill, to contact financial institutions on a confidential basis to assess the leveldiscussion of ~~interest in a possible transaction among potential strategic merger partners.~~

In late December and early January, 2004, Unizan management and Sandler O’Neill held confidential discussions with several financial institutions who had expressed an interest in considering a strategic combination. In January, 2004, Unizan exchanged confidential information with several financial institutions, including Huntington, in order to further assess the possibility of a strategic transaction. Following the exchange of information regarding their companies, members of senior management of Unizan met with each of those companies to discuss the potential opportunities and advantages presented by a strategic combination.

On January 12, 2004, Huntington and certain other financial institutions indicated their interest in pursuing further discussions regarding a possible combination with Unizan, which indication was subject, among other things, to due diligence, negotiation of definitive transaction documents and board approval. After careful review and discussion with management and Sandler O’Neill, the Unizan board decided to authorize further discussions with Huntington and one other potential partner and to proceed with mutual due diligence investigations with both organizations.

Later in January, 2004, Huntington and the other potential party performed a due diligence review of Unizan from operational, credit, human resources, financial, accounting, tax and legal/compliance perspectives. This review included, among other things, review of documents (including loan files), financial statements and interviews with Unizan’s senior management. Unizan also conducted a due diligence review of its own regarding similar matters with both potential partners. At about the same time, counsel to Unizan and counsel for both potential parties began negotiating the legal documentation to reflect a possible transaction. On January 25, 2004, both potential strategic partners submitted revised non-binding indications of interest in a combination with Unizan, which were subject to negotiation of definitive transaction documents and board approval.

~~On January 26, 2004,~~these items, the Huntington board of directors ~~held~~authorized senior management to continue the discussions.

As a ~~special meeting to consider~~result of continuing discussions between Huntington and Sky throughout the ~~proposed transaction. After considering and reviewing with management and Huntington’s legal and financial advisors the financial and other aspects~~course of the ~~proposed~~second and third weeks in December, the parties agreed to recommend to their respective boards of directors a 90% stock/10% cash transaction in which Sky would merge into a wholly owned subsidiary of Huntington, with the merger subsidiary being the surviving corporation, with consideration to Sky shareholders of 1.098 shares of Huntington common stock and $3.023 in cash per Sky common share. During this time, the parties and their respective counsel also negotiated the other terms of the definitive transaction documentation, the strategic implications of the proposed merger and related matters, the Huntington board unanimously approved the proposed transaction and directed its management, subject to Unizan board approval of the proposed transaction, to finalize and execute the definitive transaction documentation.agreements.

~~Also on that day,~~On December 19, 2006, the board of directors of ~~Unizan held a special meeting. Mr. Mann and other members of~~Sky met with senior management ~~together~~and their outside legal and financial advisors. Management reviewed for the Sky board of directors the background of discussions with ~~Unizan’s legal advisors~~Huntington and the progress of negotiations, and reported on Sky’s due diligence investigations of Huntington. Sandler O’Neill reviewed with the Sky board of directors the structure and other terms of the proposed merger with Huntington and the results of the discussions with the other potential strategic partner. Management and its advisors also reviewed prior discussions of strategic alternatives, as well as the efforts of Sandler O’Neill in soliciting other indications of interests in a possible transaction, with Unizan. Management and its advisors also discussed with the Unizan board of directors the fact that, as the board had previously discussed, size and diversification beyond the level Unizan believed to be reasonably achievable on an independent basis was becoming increasingly important to continued success in the current financial services environment. Mr. Mann also outlined other factors relating to the proposed merger, including continued consolidation, evolving trends in technology and increasing competition within the financial services industry and other matters discussed below under “Unizan’s Reasons for the Merger.”

In addition, at this special meeting of the Unizan board, representatives of Sandler O’Neill discussed a range of matters regarding each of the two potential merger partners, including the structure and tax treatment of the potential transactions, the exchange ratio, business and financial information regarding ~~the two potential partners,~~

~~historical stock price performance, valuation methodologies and analyses~~Huntington, Sky and the ~~other matters set forth in “Opinion of Unizan’s Financial Advisor.�� After this discussion, Sandler O’Neill indicated that it was prepared to deliver its opinion that~~transaction, as well as information regarding peer companies and comparable transactions. In connection with the ~~exchange ratio was fair to~~deliberation by the ~~holders of shares of Unizan common stock from a financial point of view, which it would do at the special board meeting scheduled for the next morning. Following this discussion, the Unizan~~Sky board of directors, reviewed the terms of the proposed definitive transaction documents and the legal and fiduciary standards applicable to its decision to approve the agreements and the transactions contemplated by the agreements with its legal counsel, and determined preliminarily to accept the Huntington proposal. After discussions and questions, the Unizan board directed Unizan’s management to finalize the definitive transaction documentation with Huntington, and determined to reconvene the next morning following the finalization of those materials.

Early the next morning, the Unizan board met again to consider the proposed transaction with Huntington. At this meeting, Unizan’s legal counsel reported that the definitive transaction documentation had been completed and was ready for execution subject to board approval. In addition, Sandler O’Neill ~~delivered~~rendered to the Sky board of directors its oral opinion (subsequently confirmed in writing), as described under “—Opinion of Sky’s Financial Advisor”, that, as of the date of its opinion, and subject to and based on ~~and subject to~~ the ~~assumptions,~~ qualifications and ~~limitations~~assumptions set forth in its opinion, the ~~exchange ratio~~consideration payable to Sky in the merger was fair, ~~to the holders of shares of Unizan common stock~~ from a financial point of ~~view.~~ view, to the shareholders of Sky.

Representatives of Wachtell, Lipton, Rosen & Katz discussed with the Sky board of directors the legal standards applicable to its decisions and actions with respect to its consideration of the proposed transaction, and reviewed the legal terms of the proposed transaction agreements. Representatives of Wachtell, Lipton, Rosen & Katz also discussed with the Sky board of directors the shareholder and regulatory approvals that would be required to complete the proposed merger, the likely process and timetable of the merger, including for obtaining the required shareholder and regulatory approvals, and compensation and benefits issues in connection with the merger. Wachtell, Lipton, Rosen & Katz also reviewed for the Sky board of directors a set of draft resolutions relating to the proposed merger.

Following these discussions, and review and discussion among the members of the ~~Unizan~~Sky board ~~with management and its advisors, and taking into~~of directors, including consideration ~~the efforts~~ of Sandler O’Neill to solicit other indications of interest and the reputation, business and financial condition of Huntington and the other institutions with which Unizan had held discussions, as well as the factors described under “Unizan’s Reasons for the Merger,” the Unizan board determined that the proposed merger with Huntington presented the best prospect for enhancing Unizan shareholder value and was advisable and in the best interests of Unizan and its shareholders, and the Unizan board unanimously approved the merger with Huntington.

~~Following the Unizan board meeting, the parties executed the merger agreement and announced the merger in a joint press release issued prior to the opening of the market on January 27, 2004.~~

~~Unizan’s~~“—Sky’s Reasons for the Merger; Recommendation of the ~~Unizan~~Sky Board of Directors,

~~The Unizan~~” the Sky board ~~has~~of directors unanimously ~~approved~~determined that the transactions contemplated by the merger agreement and ~~recommends that Unizan shareholders vote “for”~~ the ~~approval of the merger agreement.~~

~~The Unizan board has determined that the merger is~~related transactions and agreements are fair to and in the best interests of ~~Unizan~~Sky and its ~~shareholders. In approving~~shareholders, and the directors voted unanimously to approve the merger with Huntington, to approve and adopt the merger agreement and to approve the ~~Unizan~~related transactions and agreements.

On December 20, 2006, the Huntington board ~~consulted~~of directors convened with Huntington’s senior management and outside legal and financial advisors to consider approval of a proposed merger agreement with Sky and related matters. Senior management reviewed for the Huntington board of directors the background of the discussions with Sky, the principal terms and the financial and strategic rationale for the proposed transaction and the due diligence review performed by Huntington management and advisors, including a review of a significant portion of Sky’s loan portfolio. Senior management discussed potential synergies and cost savings measures that had been evaluated as well as the potential risks and benefits of the transaction. Advisors Lehman Brothers and Bear Stearns each reviewed the financial terms of the proposed merger, and each presented its financial ~~advisors with respect to the financial aspects and fairness~~analyses of the ~~transaction~~proposed transaction. In connection with the deliberation by the Huntington Board of Directors, Lehman Brothers and Bear Stearns rendered to Huntington’s Board of Directors their oral opinions (subsequently confirmed in writing) as described under “—Opinion of Huntington’s Financial Advisors” that as of the date of their opinions, subject to and based on qualifications and assumptions set forth in the opinions, that the consideration payable by Huntington in the merger was fair from a financial point of view ~~and~~to Huntington.

Representatives of Davis Polk & Wardwell discussed with ~~its~~the Huntington board of directors the legal ~~counsel as~~standards applicable to its ~~legal duties and~~consideration of the proposed transaction. Representatives of Davis Polk & Wardwell reviewed with the Huntington board the terms of the proposed merger ~~agreement. In arriving at its determination,~~agreement as well as related matters, including the ~~Unizan~~potential payments that would be made to Sky employees in connection with the transaction, the proposed employment agreements with Mr. Hoaglin and Mr. Adams, and the proposed amendment to the Huntington bylaws relating to the governance of Huntington following the merger. Representatives of Davis Polk & Wardwell discussed with the Huntington board of directors the shareholder and regulatory approvals that would be required to complete the merger and the likely process and timetable for completing the merger. Representatives of Davis Polk & Wardwell also reviewed for the Huntington board of directors the draft resolutions relating to the proposed merger.

Following these discussions and the review and discussion among members of the Huntington board of directors, including in executive session, as well as consideration of the factors described under “—Huntington’s Reasons for the Merger; Recommendations of Huntington’s Board of Directors,” the Huntington board of directors unanimously determined the transactions contemplated in the merger agreement and related agreements are advisable and in the best interests of Huntington and its shareholders. The Huntington board of directors voted unanimously to approve the merger with Sky and the issuance of Huntington common stock in connection with the merger, to approve and adopt the merger agreement, to approve and adopt the related transactions and agreements including the employment agreements with Mr. Hoaglin and Mr. Adams, and to approve such other actions as required to satisfy Huntington’s obligations under the merger agreement and related agreements.

The merger was announced in the afternoon of December 20, 2006 in a press release issued jointly by Huntington and Sky.

Huntington’s Reasons for the Merger; Recommendation of the Huntington Board of Directors

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve the issuance of Huntington common stock in connection with the merger, the Huntington board of directors consulted with Huntington management, as well as its financial and legal advisors, and considered a number of factors, ~~including the following material factors:~~including:

~~Its understanding~~

its assessment of ~~Unizan’s business, operations,~~challenges in the current Midwest banking environment and the board’s view that there was an opportunity to create shareholder value in such an environment through consolidations;

that the proposed acquisition of Sky satisfied the philosophical criteria and financial ~~condition, earnings~~parameters of Huntington’s approach to mergers and ~~prospects,~~acquisitions, including management’s expectation as to the creation of shareholder value, improvement of market share in existing markets, expansion into new

markets with significant market shares, enhancement of customer convenience, retention of existing management and compatible cultures of local decision making and a focus on customer service;

its ~~understanding~~knowledge of Huntington’s business, operations, financial condition, earnings and prospects ~~taking into account Unizan’s due diligence review~~and of ~~Huntington;~~

Its knowledge of the current and prospective environment in which Unizan and Huntington operate, including national and local economic conditions, the competitive environment, the trend toward consolidation in the financial services industry and the likely effect of these factors on Unizan’s potential growth, development, productivity, profitability and strategic options;

The fact that, based on the closing price of Huntington common stock on the Nasdaq National Market on January 26, 2004 and the 1.1424 exchange ratio, the implied value of the merger consideration to be received by Unizan shareholders in the merger represented a premium of approximately 15% over the closing price of Unizan common stock on the Nasdaq National Market on the same date;

The fact that, based on the exchange ratio and assuming the continuation of Huntington’s current per share dividend rate, Unizan stockholders will receive an anticipated annual dividend rate increase of approximately 52%;

The complementary aspects of the Unizan and Huntington business cultures, including similar customer bases and local-decision based management cultures, and Huntington’s focus on customer continuity and community commitment;

The board’s belief in Huntington’s operating philosophy of the local bank with national resources combined with its product lines and delivery systems that could result in opportunities as products are cross-marketed and distributed over Unizan’s customer base;

The Unizan board of directors’ belief that a combination with Huntington would allow Unizan shareholders to participate in a combined company that would have better future prospects than Unizan was likely to achieve on a stand-alone basis;

The presentation by Unizan management regarding the strategic advantages of combining with Huntington, including the potential for shareholder value appreciation, the opportunities that the merger could present for costs savings and anticipated earnings accretion in connection with the merger;

The financial information and analyses presented by Sandler O’Neill to the Unizan board of directors, and the opinion delivered to the Unizan board of directors by Sandler O’Neill, to the effect that, as of the date of the opinion, and based on and subject to the assumptions, qualifications and limitations described in such opinion, the exchange ratio was fair, from a financial point of view, to Unizan shareholders;

The review by the Unizan board of directors with its legal and financial advisors of the structure of the merger and the financial and other terms of the merger agreement, including the exchange ratio, the termination fee provisions, Unizan’s price-based termination right (subject to Huntington’s right to increase the exchange ratio) and the expectation that the merger will qualify as a transaction of a type that is generally tax-free for U.S. federal income tax purposes;

~~The likelihood that the merger would be consummated, given the regulatory and other approvals required in connection with the merger;~~

~~The challenges inherent in combining the businesses, assets and workforces of two companies, which could impact the post-merger success of the combined company;~~

~~The risk that the termination fee provisions in the merger agreement would limit Unizan’s ability to pursue or support competing acquisition proposals; and~~

The fact that some of Unizan’s directors and executive officers have economic interests in the merger that are in addition to their interests as Unizan shareholders, which have the potential to influence such directors’ and officers’ views and actions in connection with the merger proposal. See “Unizan’s Directors and Officers Have Financial Interests in the Merger” on page [*].

The foregoing discussion of the information and factors considered by the Unizan board of directors is not exhaustive, but includes all material factors considered by the Unizan board of directors. In view of the wide variety of factors considered by the Unizan board of directors in connection with its evaluation of the merger and the complexity of such matters, the Unizan board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The Unizan board of directors conducted a discussion of the factors described above, including asking questions of Unizan’s management and Unizan’s legal and financial advisors, and reached general consensus that the merger was in the best interests of Unizan and Unizan stockholders. In considering the factors described above, individual members of the Unizan board of directors may have given different weights to different factors. The Unizan board of directors relied on the experience and expertise of its financial advisors for quantitative analysis of the financial terms of the merger. See “The Merger—Opinion of Unizan’s Financial Advisor” on page 21. It should be noted that this explanation of the Unizan board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page 33.

The Unizan board of directors determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Unizan and its stockholders. Accordingly, the Unizan board of directors unanimously approved the merger agreement and unanimously recommends that Unizan stockholders vote “~~FOR~~~~” approval and adoption of the merger agreement.~~

In connection with its approval of the Unizan transaction, the Huntington board of directors reviewed the terms of the proposed merger and definitive transaction documentation with its financial and legal advisors, and considered the financial analyses of the transaction and the companies prepared by its management and financial advisor. The Huntington board also discussed with management the expectation that:

~~the acquisition will strengthen Huntington’s franchise in Ohio, both by enhancing its existing market presence in certain regions of Ohio and expanding into a new region in the State;~~

the acquisition offers the potential for Huntington to utilize its strategy of bringing the sophisticated resources that a larger company such as Huntington can provide (e.g. internet banking, asset management, capital markets, equipment leasing and treasury management) to leverage Unizan’s existing business; and

~~the merger will be accretive to Huntington’s GAAP earnings in the first year exclusive of merger-related charges, and will add more than one percent to Huntington’s GAAP earnings in 2005.~~

The Huntington board considered the possibility of revenue synergies resulting from the proposed acquisition, although its review of the transaction did not assume any value relating to potential revenue enhancements. The Huntington board also considered cost-saving opportunities in corporate functions and back-office consolidations, expected to be at least $16.8 million on a pre-tax basis when fully phased in. However, the Huntington board noted that there can be no assurances with respect to the amount and timing of revenue enhancements or cost-saving opportunities, if any. The Huntington board also reviewed Unizan’sSky’s business, operations, financial condition, earnings and prospects, taking into account the results of ~~management’s~~Huntington’s due diligence review of ~~Unizan, and its fit with Huntington’s existing franchise in Ohio, as well~~Sky;

the ~~complementary aspects~~potential financial impact of the ~~Unizan~~merger on Huntington, including management’s expectation that the merger would result in anticipated annual cost savings of $115 million and ~~Huntington business cultures,~~would be accretive to Huntington’s earnings in 2007 exclusive of merger-related charges estimated to be approximately $200 million, including ~~similar customer bases and local-decision based management culture.~~$15 million of direct acquisition costs;

~~The~~management’s expectations concerning the impact of the merger on Huntington’s net interest margin, efficiency ratio, business lines, capital ratio, loan portfolio and deposits;

that based on the closing prices of Huntington common stock and Sky common stock on December 19, 2006, the exchange ratio represented a value of $30.22 for each share of Sky common stock and a premium of approximately 25%;

that the exchange ratio would not be adjusted for changes in the trading prices of either company’s common stock between signing of the merger agreement and completion of the merger;

the financial analyses presented by Bear Stearns and Lehman Brothers, Huntington’s financial advisors, and their respective opinions, dated as of December 20, 2006, delivered to the Huntington board ~~also considered~~of directors to the effect that, as of that date, and subject to and based on the qualifications, assumptions and limitations set forth in the respective opinions, the merger consideration to be paid by Huntington in the merger was fair, from a financial point of view, to Huntington;

the potential risks associated with achieving anticipated synergies and cost savings and the ~~acquisition in connection with its deliberations~~likelihood of ~~the proposed transaction, including the challenges inherent in integrating Unizan’s businesses,~~a successful integration of Sky’s business, operations and workforce with those of Huntington and management’s view that the ~~need~~execution and integration risks posed by the merger were manageable;

the complementary nature of the cultures of the two companies, including the culture of local decision-making and the focus on customer service excellence;

that the board of directors of Huntington immediately after the merger would be comprised of Mr. Thomas Hoaglin and nine current Huntington non-employee directors and Mr. Marty Adams and four current Sky non-employee directors;

that until no later than December 31, 2009, Mr. Thomas Hoaglin would be Huntington’s chairman and chief executive officer and Mr. Marty Adams would be Huntington’s president and chief operating officer, that Mr. Adams would succeed Mr. Hoaglin as chief executive officer no later than December 31, 2009 and that Mr. Hoaglin would remain Huntington’s chairman until April, 2011, and that these arrangements would be provided for in employment agreements and in a bylaw amendment;

the nature and amount of payments to ~~obtain Unizan stockholder~~be received by Sky management in connection with the merger;

management’s expectation that the addition of Sky’s management and employees would strengthen Huntington’s overall management team;

the potential risk of diverting management attention and resources from the operation of the business towards the completion of the merger;

the expected treatment of the merger as a “reorganization” for U.S. federal income tax purposes;

that the merger is subject to the approval of Huntington and Sky shareholders, regulatory approvals ~~in order~~and other customary closing conditions;

management’s expectation of the likelihood and timing of the receipt of required regulatory approvals for the merger; and

the other terms and conditions of the merger agreement, including the provisions designed to ~~complete~~limit the ~~transaction,~~ability of the ~~risks associated with achieving~~parties to entertain third-party acquisition proposals, the ~~anticipated cost savings~~provisions allowing the boards of Huntington and Sky to change their respective recommendations to shareholders regarding the merger, and the ~~need~~provisions providing for payment of a termination fee under certain circumstances.

In addition, the Huntington board of directors was aware, and took into consideration, that certain members of Huntington management have interests in the merger that are in addition to, ~~retain key employees~~or different from, the interests of ~~Unizan.~~ Huntington’s shareholders generally, including the employment agreement entered into between Huntington and Mr. Hoaglin that will become effective upon completion of the merger and other interests described in more detail under “—Interests of Certain Persons in the Merger.”

The foregoing discussion of the factors considered by the Huntington board of directors is not intended to be exhaustive, but rather includes ~~all principal~~the material factors considered by the Huntington ~~board.~~board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Huntington board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Huntington board of directors considered all these factors as a whole, including discussions with, and questioning of, Huntington management and Huntington’s financial and legal advisors, and overall considered ~~them~~the factors to be favorable to, and to support, its determination. ~~It should~~The Huntington board of directors also relied on the experience of Bear Stearns and Lehman Brothers, as financial advisors, for their analyses of the financial terms of the merger and for their respective opinions as to the fairness, from a financial point of view, of the consideration in the merger to Huntington.

For the reasons set forth above, the Huntington board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of Huntington common stock in connection with the merger, are advisable and in the best interests of Huntington and its shareholders, and unanimously approved and adopted the merger agreement and the transactions contemplated by it. The Huntington board of directors unanimously recommends that the Huntington shareholders vote “FOR” the approval of the issuance of Huntington common stock in connection with the merger.

Sky’s Reasons for the Merger; Recommendation of the Sky Board of Directors

The Sky board of directors determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Sky and its shareholders. Accordingly, the Sky board of directors unanimously approved the merger agreement and unanimously recommends that Sky shareholders vote “FOR” the approval and adoption of the merger agreement.

In reaching its decision to approve the merger agreement and recommend the merger to its shareholders, the Sky board of directors consulted with Sky’s management, as well as its legal and financial advisors, and considered a number of factors, including:

its knowledge of Sky’s business, operations, financial condition, earnings and prospects and of Huntington’s business, operations, financial condition, earnings and prospects, taking into account the results of Sky’s due diligence review of Huntington;

its knowledge of the current environment in the financial services industry, including economic conditions and the interest rate environment and credit conditions, continued consolidation, increased operating costs resulting from regulatory initiatives and compliance mandates, increasing competition, and current financial market conditions and the likely effects of these factors on the companies’ potential growth, development, productivity and strategic options;

its belief that the combining of the two companies would create a larger and more diversified financial institution that is both better equipped to respond to economic and industry developments and better positioned to develop and build on its strong market share in existing markets, including in major metropolitan areas in the Midwest;

the complementary strengths of the two financial institutions, and in particular, the expectation that Huntington’s brand, number of accounts and asset base would provide opportunities for more rapidly growing deposits, loans and other areas of Sky’s banking business, as well as facilitating growth in Sky’s insurance business;

the potential cost saving opportunities, and the related potential impact on the combined company’s earnings;

the complementary fit of the businesses of Huntington and Sky, including the expectations that several key members of Sky’s existing management team would continue with the combined company after the merger, including Mr. Adams, who would serve as president and chief operating officer, to succeed Mr. Hoaglin as chief executive officer by December 31, 2009, that Mr. Adams and four non-employee directors on the Sky board would join the board of directors of Huntington upon completion of the transaction, and that the impact on customers and communities served would be minimized;

the presentation of findings by Sky’s management and financial advisors concerning the operations, financial condition and prospects of Huntington and the expected financial impact of the merger on the combined company, including pro forma assets, earnings and deposits;

its assessment of the likelihood that the merger would be completed in a timely manner and that the management team of the combined company would be able to successfully integrate and operate the businesses of the combined company after the merger;

the financial analyses presented by Sandler O’Neill to the Sky board of directors, and the opinion dated as of December 19, 2006 delivered to Sky by Sandler O’Neill to the effect that, as of that date, and subject to and based on the qualifications and assumptions set forth in the opinion, the consideration to be received by the holders of common stock of Sky in the merger was fair, from a financial point of view, to such shareholders;

the financial terms of the merger, including the fact that, based on the closing prices on the Nasdaq Stock Market of Huntington common stock on December 19, 2006, and based on the right of Sky shareholders, for each share, to receive 1.098 shares of Huntington common stock plus $3.023 in cash, the consideration to Sky shareholders as of December 19, 2006 represented an approximate 25 percent premium over the closing price of Sky shares on the Nasdaq Stock Market as of that date;

the structure of the merger and the terms of the merger agreement, including the fact that Sky shareholders would receive a significant equity ownership in the combined company, and including the merger agreement’s non-solicitation and shareholder approval covenants and the termination fee provisions, which the Sky board of directors understood were a condition to Huntington’s willingness to enter into the merger agreement and that could limit the willingness of a third party to propose a competing business combination transaction with Sky;

the expected treatment of the merger as a “reorganization” for United States federal income tax purposes;

the regulatory and other approvals required in connection with the merger and the likelihood such approvals would be received in a timely manner and without unacceptable conditions;

the potential risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger; and

the fact that some of Sky’s directors and executive officers have other interests in the merger that are in addition to their interests as Sky shareholders, including as a result of employment and compensation arrangements with Sky and the manner in which they would be affected by the merger. See “—Interests of Certain Persons in the Merger.”

The foregoing discussion of the factors considered by the Sky board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Sky board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Sky board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Sky board of directors considered all these factors as a whole, including discussions with, and questioning of, Sky management and Sky’s financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination. The Sky board of directors also relied on the experience of Sandler O’Neill, its financial advisor, for analyses of the financial terms of the merger and for its opinion as to the fairness of the consideration in the merger to Sky’s shareholders.

For the reasons set forth above, the Sky board of directors unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Sky and its shareholders, and unanimously approved and adopted the merger agreement. The Sky board of directors unanimously recommends that the Sky shareholders vote “FOR” the approval and adoption of the merger agreement.

In December 2006, Huntington engaged Lehman Brothers and Bear Stearns as its financial advisors with respect to the proposed merger with Sky. At a meeting of the board of directors of Huntington on December 20, 2006, each of Lehman Brothers and Bear Stearns delivered its oral opinion, which was subsequently confirmed in writing, that as of such date, and based upon and subject to the matters set forth therein, the merger consideration to be paid by Huntington in the proposed merger was fair to Huntington from a financial point of view.

The full text of the written opinions of Lehman Brothers and Bear Stearns, each dated December 20, 2006, are attached to this joint proxy statement/prospectus as Appendix B and C, respectively. You are encouraged to read each of the opinions in its entirety, including the assumptions made, matters considered, procedures followed, and limitations upon the review undertaken in connection with such opinion.

the merger agreement and the specific terms of the merger;

publicly available information concerning Huntington and Sky that Lehman Brothers believed to be relevant to its analysis, including each of their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2006;

financial and operating information with respect to the business, operations and prospects of Huntington, furnished to Lehman Brothers by Huntington, and of Sky, furnished to Lehman Brothers by Sky, including financial projections of Huntington prepared by the management of Huntington and of Sky prepared by the management of Sky;

published estimates of independent research analysts with respect to the future financial performance of each of Huntington and Sky (as applicable to each company, called the “street estimates”);

the trading history of Huntington common stock and Sky common stock from December 16, 2005 to December 19, 2006 and a comparison of such trading history with each other and with those of other companies that Lehman Brothers deemed relevant;

a comparison of the historical financial results and present financial condition of Huntington and Sky with each other and with those of other companies that Lehman Brothers deemed relevant;

a comparison of the financial terms of the merger with the financial terms of certain other recent transactions that Lehman Brothers deemed relevant;

the relative contributions of Huntington and Sky to the historical and future financial condition and performance of the combined company on a pro forma basis; and

the potential pro forma impact of the merger on Huntington, including the cost savings expected by the management of Huntington to result from the combination of the businesses of Huntington and Sky (which we call the “expected savings”) and the effect of the merger on Huntington’s pro forma earnings per share.

In addition, Lehman Brothers had discussions with the management of Huntington and Sky concerning their respective businesses, operations, assets, liabilities, financial conditions and prospects and undertook such other studies, analyses and investigations as Lehman Brothers deemed appropriate.

In arriving at its opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial and other information used by Lehman Brothers without assuming any responsibility for independent verification of such information. Lehman Brothers further relied upon the assurances of the managements of Huntington and Sky that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of Huntington and Sky, upon advice of Huntington and Sky, Lehman Brothers assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the respective managements as to the respective future financial performance of the companies. However, for purposes of its analysis, upon advice of Huntington, Lehman Brothers assumed that the street estimates of each company were a reasonable basis upon which to evaluate their respective future performance and relied upon such street estimates in arriving at its opinion. Additionally, upon advice of Huntington, Lehman Brothers assumed that the amount and timing of the expected savings were reasonable and that the expected savings would be realized substantially in accordance with Huntington’s expectations. In arriving at its opinion, Lehman Brothers did not conduct a physical inspection of the properties and facilities of Huntington or Sky and did not make or obtain any evaluations or appraisals of the assets or liabilities of Huntington or Sky. In addition, Lehman Brothers is not an expert in the evaluation of loan portfolios or allowances for loan losses and, upon advice of Huntington, Lehman Brothers assumed that Sky’s current allowances for loan losses would be in the aggregate adequate to cover all such losses. Lehman Brothers’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of such opinion. In addition, Lehman Brothers expressed no opinion as to the prices at which shares of Sky common stock would trade at any time following the announcement of the merger or Huntington’s common stock at any time following the announcement or consummation of the merger.

In connection with rendering its opinion, Lehman Brothers performed certain financial, comparative and other analyses as described below. In arriving at its opinion, Lehman Brothers did not ascribe a specific range of value to Huntington or Sky, but rather made its determination as to the fairness, from a financial point of view, to Huntington of the consideration to be paid by Huntington in a merger on the basis of financial and comparative analyses.

The following is a summary of the material financial analyses used by Lehman Brothers in connection with providing its opinion to the Huntington Board of Directors. Certain of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Lehman Brothers, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Accordingly, the analyses listed in the tables and described below must be considered as a whole. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the Lehman Brothers opinion.

Lehman Brothers reviewed 18 transactions involving acquisitions of financial institutions, banks and thrifts nationwide announced between January 1, 2004 and December 19, 2006 with transaction values between $1 billion and $11 billion. Within this group, Lehman Brothers focused on transactions involving banks in the Midwest and Northeast regions as an additional reference point in its valuation analysis. The selected comparable transactions considered by Lehman Brothers were as follows:

Based on publicly available information, including information obtained from online databases offered by SNL Financial LC, Lehman Brothers considered, among other things, the following financial multiples for each of the selected comparable transactions:

The transaction price per share of target stock to the median earnings per share, referred to as EPS, of the target company during the last twelve months, referred to as LTM, immediately preceding announcement of the transaction;

The transaction price per share of target stock to the median EPS of the target company for the calendar year at the time of announcement;

The transaction price per share of target stock to both book value and tangible book value per share of the target company;

The aggregate premium (defined as deal value less tangible book value) paid over tangible book value of the target company to such target company’s aggregate core deposits, which are the total deposits of the target company less certificates of deposits greater than $100,000; and

The premiums per share paid by the acquirer compared to the share price of the target company prevailing one day and one week prior to the announcement of the transaction.

The following table summarizes the results from the comparable transactions analysis:

~~Unizan~~Sandler O’Neill Relationship.Sky has agreed to pay Sandler O’Neill a transaction fee in connection with the merger equal to $17,217,219, of ~~approximately $[*] (based~~which $3,443,444 was paid upon the signing of the merger agreement and an additional $750,000 was paid upon the rendering by Sandler O’Neill of its opinion, with the balance to be due and payable on the ~~closing price~~day of ~~Unizan’s common stock as of [*], 2004), of which $[*] has been paid and the balance of which is contingent, and payable, upon~~ closing of the merger. ~~Unizan has also paid Sandler O’Neill $200,000 for rendering its opinion, which will be credited against that portion of the transaction fee due upon closing of the merger. Unizan~~Sky has also agreed to reimburse certain of Sandler O’Neill’s reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Sandler O’Neill and its affiliates and their respective partners, directors, officers, employees, agents, and controlling persons against certain expenses and liabilities, including liabilities under securities laws.

Sandler O’Neill has in the past provided certain investment banking services to Sky and has received compensation for such services, most recently in connection with Sky’s acquisition of Waterfield Mortgage Company. Furthermore, certain principals of Sandler O’Neill are shareholders of Sky. In the ordinary course of its business as a broker-dealer, Sandler O’Neill may purchase securities from and sell securities to ~~Unizan~~Sky and Huntington and their ~~respective affiliates and~~affiliates. Sandler O’Neill may also actively trade the debt ~~and/~~or equity securities of ~~Unizan and~~Sky and/or Huntington ~~and~~or their ~~respective~~ affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

Board of Directors and Management of Huntington following Completion of the Merger

Upon completion of the merger, the ~~Huntington~~ board of directors of Huntington will consist of ~~12 persons, one~~fifteen members comprised of ~~whom~~(i) Mr. Thomas Hoaglin, the current chief executive officer of Huntington, plus nine current non-employee directors of Huntington designated by Huntington and (ii) Mr. Marty Adams, the current chief executive officer of Sky, plus four current non-employee directors of Sky designated by Sky. Mr. Hoaglin will continue to serve as Huntington’s chief executive officer and chairman of the Board of Directors, and Mr. Adams will become Huntington’s president and chief operating officer. Mr. Adams will be the successor to Mr. Hoaglin as chief executive officer of Huntington on December 31, 2009 or such earlier date as of which Mr. Hoaglin ceases for any reason to serve as chief executive officer of Huntington. The above provisions will be contained in a bylaw provision that until December 31, 2009 can only be amended by an ~~individual~~affirmative vote of at least 75% of the directors that constitute the entire Board of Directors of Huntington. A copy of the bylaw amendment is attached to this document as Appendix E. In addition, pursuant to the employment agreement entered into between Huntington and Mr. Hoaglin in connection with the merger, Mr. Hoaglin is entitled to serve as Huntington’s chairman from the date he ceases to be ~~appointed by Huntington who is currently a Unizan director. It is the intent that the new director would serve a term ending no earlier than the 2007~~chief executive officer until Huntington’s annual ~~shareholder meeting.~~

Information about the current Huntington directors and executive officers can be found in this document under the section “Other Matters To Be Considered at Huntington’s ~~proxy statement dated March 10, 2003.~~Annual Meeting.” Information about the current ~~Unizan~~Sky directors and executive officers can be found in ~~Unizan’s Annual Report on Form 10-K for the year ended December 31, 2003.~~Sky’s annual meeting proxy statement dated February 23, 2006. Huntington’s and ~~Unizan’s~~Sky’s Annual Reports on Form 10-K for the year ended December 31, ~~2003~~2006 are incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” on page ~~64.~~

For more information see “The Merger—~~Unizan’s Directors and Officers Have Financial~~ Interests of Certain Persons in the Merger” on page ~~33.~~

When the merger is completed, holders of ~~Unizan~~Sky common stock will receive ~~1.1424~~1.098 shares of Huntington common stock and $3.023 in cash, without interest, for each share of ~~Unizan~~Sky common stock they own. No fractional shares of Huntington common stock will be issued in the merger.

AnHuntington’s exchange agent will mail to each holder of a ~~Unizan~~Sky common stock certificate a letter of transmittal and instructions for surrendering ~~Unizan~~Sky stock certificates in exchange for statements indicating book-entry ownership of Huntington common ~~stock.~~stock and the cash consideration, without interest. However, if a holder of a ~~Unizan~~Sky common stock certificate makes a special request, ~~Huntington~~the exchange agent will issue to the requesting holder a Huntington stock certificate. When you deliver your ~~Unizan~~Sky stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your ~~Unizan~~Sky stock certificates will be cancelled and you will receive statements indicating book-entry ownership of Huntington common stock, or, if requested, stock certificates representing the number of full shares of Huntington common stock to which you are entitled under the merger ~~agreement.~~agreement and the cash consideration, without interest. You will receive payment in cash, without interest, instead of any fractional shares of Huntington common stock which would have been otherwise issuable to you as a result of the merger.

Holders of ~~Unizan~~Sky common stock should not submit their ~~Unizan~~Sky stock certificates for exchange until they receive the transmittal instructions and a form of letter of transmittal from the exchange agent.

To assure proper compliance and to expedite the exchange of your Sky stock certificates, Sky and Huntington banking offices will not be able to accept your letter of transmittal, certificates or related materials. All materials must be delivered to the exchange agent at the address listed on the front of the letter of transmittal.

Until you exchange your ~~Unizan~~Sky stock certificates for shares of Huntington stock, you will not receive any dividends or other distributions in respect of shares of Huntington stock. Once you exchange your ~~Unizan~~Sky stock certificates for shares of Huntington stock, you will receive, without interest, any dividends or distributions with

a record date after the effective time of the merger and payable with respect to your shares of Huntington common stock, as well as any dividends with respect to ~~Unizan~~Sky common stock declared before the effective time of the merger but unpaid.

If your ~~Unizan~~Sky stock certificate has been lost, stolen or destroyed, you may receive shares of Huntington common stock and the cash consideration upon the making of an affidavit of that fact. Huntington may require you to post a bond in a reasonable amount as an indemnity against any claim that may be made against Huntington with respect to the lost, stolen or destroyed ~~Unizan~~Sky stock certificate.

Any portion of the aggregate merger consideration deposited by Huntington with the exchange agent that remains unclaimed by the Sky shareholders as of the first anniversary of the merger will be returned to Huntington. Any shareholder of Sky who has not exchanged shares prior to such time will look only to Huntington for payment of the merger consideration without interest. Huntington, its merger subsidiary, Sky and the exchange agent will not be liable to any Sky shareholder for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

After completion of the merger, there will be no further transfers on the stock transfer books of ~~Unizan,~~Sky, except as required to settle trades executed prior to completion of the merger.

Huntington will not issue any fractional shares of Huntington common stock. Instead, a ~~Unizan stockholder~~Sky shareholder who would otherwise have received a fraction of a share of Huntington common stock will receive an amount of cash, without interest, equal to the fraction of a share of Huntington common stock to which the holder would otherwise be entitled multiplied by the average of the closing prices of Huntington common stock for the five full trading days immediately preceding the date of completion of the merger as reported on the Nasdaq ~~National~~Stock Market.

Huntington common stock trades on the Nasdaq ~~National~~Stock Market under the symbol “HBAN.” ~~Unizan~~Sky common stock trades on the Nasdaq ~~National~~Stock Market under the symbol ~~“UNIZ.~~“SKYF.” Upon completion of the merger, ~~Unizan~~Sky common stock will be delisted from the Nasdaq ~~National~~Stock Market and deregistered under the Securities Exchange Act of 1934. The newly issued Huntington common stock issuable pursuant to the merger agreement will be listed on the Nasdaq ~~National~~Stock Market.

The shares of Huntington common stock to be issued in connection with the merger will be freely transferable under the Securities Act of 1933, as amended, which we refer to as the Securities Act, except for shares issued to any ~~stockholder~~shareholder who may be deemed to be an affiliate of ~~Unizan,~~Sky, as discussed in “The Merger Agreement—Resales of Huntington Stock by Affiliates” on page ~~42.~~

As reported on the Nasdaq ~~National~~Stock Market, the closing sale price per share of Huntington common stock on ~~January 26, 2004~~December 19, 2006 was ~~$23.10.~~$24.77. As reported on the Nasdaq ~~National~~Stock Market, the closing sale price per share of ~~Unizan~~ Sky

common stock on ~~January 26, 2004~~December 19, 2006 was ~~$22.95.~~$24.17. Based on the Huntington closing sale price per share and the exchange ratio, which we calculated by multiplying the closing price of Huntington common stock by 1.098 and adding $3.023 in cash, the implied per share value of ~~Unizan common stock~~merger consideration was ~~$26.39~~$30.22 as of that date. The closing sale price per share of Huntington common stock on the Nasdaq ~~National~~Stock Market on [*], ~~2004,~~2007, the last practicable trading day before the date of this document, was $[*]. The closing sale price per share of ~~Unizan~~Sky common stock on the Nasdaq ~~National~~Stock Market on [*], ~~2004,~~2007, the last practicable trading day before the date of this document, was $[*]. The implied per share value of ~~Unizan common stock~~merger consideration was $[*] as of that date based on the Huntington closing sale price per share on that date and the exchange ratio. The implied value of one share of Unizan common stock as of these dates was calculated by multiplying Huntington’s closing sale price per share by 1.1424, the exchange ratio.date. Because the stock price of both companies will fluctuate, you should obtain current market quotations for the shares.

During ~~2003,~~2006, Huntington declared cash dividends totaling ~~$0.67~~$1.00 per share of its common stock, and ~~Unizan~~Sky declared cash dividends totaling ~~$0.54~~$0.94 per share of common stock. ~~Huntington’s~~Each company’s most recent quarterly cash dividend was ~~$0.175 per share, and Unizan’s most recently quarterly cash dividend was $0.135~~$0.25 per share. Neither Huntington nor ~~Unizan~~Sky has any present intention to reduce its regular quarterly cash dividend, although the board of directors of either organization can change its respective dividend practices at any time.

Huntington ~~stockholders~~shareholders will be entitled to receive dividends when and if ~~declared~~authorized by the Huntington board of directors and declared by Huntington out of funds legally available for dividends. The Huntington board of directors periodically will consider the payment of dividends, taking into account Huntington’s financial condition, level of net income and earnings expectations, and economic conditions, industry practices and other factors, including applicable banking laws and regulations.

Under the merger agreement, ~~Unizan~~Sky has agreed that, until the merger is completed, it will not pay regular quarterly cash dividends in excess of ~~$0.135~~$0.25 per share of ~~Unizan~~Sky common stock. ~~Unizan~~Sky has also agreed to coordinate the declaration of dividends so that holders of ~~Unizan~~Sky common stock will not receive two dividends for any quarter with respect to their ~~Unizan~~Sky common stock and any Huntington common stock any holder receives in the merger. Payment of dividends by Huntington and ~~Unizan~~Sky to their shareholders is largely dependent on the receipt of dividends from their bank subsidiaries. The payments of dividends by such bank subsidiaries may be limited or restricted by banking regulations.

Appraisal rights are statutory rights that enable ~~stockholders~~shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to ~~stockholders~~shareholders in connection with the extraordinary transaction.

~~Unizan shareholders are~~A Sky shareholder is entitled to relief as a dissenting shareholder under Section 1701.85 of the Ohio General Corporation Law only if he or she complies strictly with all of the procedural and other requirements of Section 1701.85, a copy of which is attached hereto as ~~Annex C.~~Appendix F. The following is a description of the material terms of Section 1701.85.

A ~~Unizan~~Sky shareholder who wishes to perfect his or her rights as a dissenting shareholder in the event the ~~affiliation~~merger agreement is approved and adopted:

must be a record holder of the shares of ~~Unizan~~Sky common stock as to which he or she seeks relief on the record date;

must not vote his or her shares of ~~Unizan~~Sky common stock in favor of adoption of the ~~affiliation~~merger agreement; and

must deliver to ~~Unizan,~~Sky, not later than 10 days after the special meeting, a written demand for payment of the fair cash value of the shares as to which he or she seeks relief. The written demand must state the ~~name of the shareholder, his address, the number and class of shares as to which he or she seeks relief and the amount claimed as the fair cash value for those shares.~~

name of the shareholder, his or her address, the number and class of shares as to which he or she seeks relief and the amount claimed as the fair cash value for those shares.

Any written demand for payment should be mailed or delivered to ~~Roger L. Mann,~~W. Granger Souder, Jr., Executive Vice President, General Counsel and ~~Chief Executive Officer~~Secretary of ~~Unizan Financial Corp., 220 Market Avenue~~Sky, P.O. Box 428, 221 South ~~Canton,~~Church Street, Bowling Green, Ohio ~~44702.~~43402. As the written demand must be delivered to ~~Unizan~~Sky within the 10-day period following the special meeting, it is recommended that a dissenting shareholder use certified or registered mail, return receipt requested, to confirm that he or she has made a timely delivery.

If ~~Unizan~~Sky sends the dissenting shareholder, at the address specified in his or her demand, a request for the certificate(s) representing his or her shares, the dissenting shareholder must deliver the certificate(s) to ~~Unizan~~Sky within 15 days of the date ~~Unizan~~Sky sent the request. ~~Unizan~~Sky will endorse the certificate(s) with a legend to the effect that the shareholder has demanded the fair cash value of the shares represented by the certificate(s). ~~Unizan~~Sky will then return such shares to the dissenting shareholder. If the shareholder fails to deliver the certificate(s) within 15 days of the request, ~~Unizan~~Sky may terminate his or her right to dissent. ~~Unizan~~Sky must notify the shareholder of its election to terminate his or her rights as a dissenting shareholder within 20 days after the lapse of the 15-day period.

If the dissenting shareholder and ~~Unizan~~Sky cannot agree on the fair cash value per share of the shares of ~~Unizan~~Sky common stock, either may, within three months after the service of the written demand by the shareholder, file a petition in the Court of Common Pleas of Stark County, Ohio. If the court finds that the shareholder is entitled to be paid the fair cash value of any shares, the court may appoint one or more appraisers to receive evidence and to recommend a decision on the amount of the fair cash value.

The fair cash value of a share of ~~Unizan~~Sky common stock to which a dissenting shareholder is entitled under Section 1701.85 will be determined as of the day prior to the special meeting. Fair cash value will be computed as the amount a willing seller and willing buyer would accept or pay if neither was compelled to sell or buy, excluding any appreciation or depreciation in market value resulting from the merger. Notwithstanding the foregoing, the fair cash value may not exceed the amount specified in the shareholder’s written demand. The court will make a finding as to the fair cash value of a share and render judgment against ~~Unizan~~Sky for its payment with interest at such rate and from such date as the court considers equitable. The court will assess or apportion the costs of the proceedings as it considers equitable.

the dissenting shareholder has not complied with Section 1701.85, unless ~~Unizan,~~Sky, by its board of directors, waives this failure;

~~Unizan~~

Sky abandons or is finally enjoined or prevented from carrying out, or the shareholders of ~~Unizan~~Sky rescind their adoption of, the merger agreement;

the dissenting shareholder withdraws his or her written demand with the consent of ~~Unizan,~~Sky, by its board of directors; or

~~Unizan~~

Sky and the dissenting shareholder have not agreed upon the fair cash value per share of the ~~Unizan~~Sky common stock and neither has timely filed or joined in a petition in an appropriate court for a determination of the fair cash value of the shares.

When a dissenting shareholder exercises his rights under Section 1701.85, all other rights with respect to such ~~Unizan~~Sky common stock will be suspended until ~~Unizan~~Sky purchases the shares, or the right to receive fair cash value is otherwise terminated. Such rights will be reinstated should the right to receive fair cash value be terminated other than by the purchase of the shares by ~~Unizan.~~

A shareholder who wishes to exercise dissenters’ rights must either: (1) not sign and return the proxy card, or (2) sign and return the proxy card, and vote against or abstain from voting on the adoption of the merger agreement.

~~Regulatory Approvals Required for~~Interests of Certain Persons in the Merger

Some of the members of Huntington and Sky management, including Mr. Hoaglin who is also a director of Huntington and Mr. Adams who is also a director of Sky, have interests in the merger, which are described below, that are in addition to, or different from, the interests of Huntington and Sky shareholders generally. The Huntington and Sky boards of directors were aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement.

New Employment Agreement with Thomas E. Hoaglin.In connection with the execution of the merger agreement, Huntington entered into an employment agreement with Mr. Hoaglin, Huntington’s chairman, president and chief executive officer, with a term commencing upon completion of the merger and ending on the date of Huntington’s annual shareholders meeting in 2011. Upon completion of the merger, the agreement will supersede Mr. Hoaglin’s existing employment agreement with Huntington. Under the agreement, Mr. Hoaglin will serve as the chairman and chief executive officer of Huntington from the effective date of the merger until December 31, 2009 or such earlier date as of which Mr. Hoaglin ceases to be chief executive officer and as chairman of Huntington from the date he ceases serving as chief executive officer until the date of Huntington’s annual shareholders meeting in 2011. Mr. Hoaglin will be nominated to, and subject to election, will continue as a member of, the Huntington board of directors. During the employment period, Mr. Hoaglin will receive an annual base salary of at least $865,000 (his current base salary), will have a target annual bonus of no less than 100% of his annual base salary and will receive long-term incentive and annual equity incentive awards on terms and conditions no less favorable than those provided to other senior executives of Huntington.

Mr. Hoaglin will be entitled to employee benefits, fringe benefits and perquisites on a basis no less favorable than those provided to other senior executives of Huntington. The existing employment agreement between Huntington and Mr. Hoaglin will remain in effect.

In the event that, during the term, Mr. Hoaglin’s employment is terminated by Huntington without “cause” or by Mr. Hoaglin for “good reason” (each, as defined in the agreement), he will receive a lump sum payment consisting of accrued amounts, including a pro-rata bonus for the year of termination (based on the higher of Mr. Hoaglin’s target bonus and the bonus paid or payable to him for the year prior to the year of termination), and an amount equal to the sum of his base salary and the higher of his target bonus and the bonus paid or payable to him for the year prior to the year of termination, multiplied by a number (referred to below as the severance multiple) equal to the greater of (i) two and (ii) the number of days remaining in the employment period, divided by 365 (but in no event greater than three). In the event of any such termination of employment, Mr. Hoaglin will also be entitled to a lump sum cash amount equal to 1.0 times the greater of the target long-term award for his incentive group for the most recently completed performance cycle prior to his termination or the performance cycle immediately preceding that cycle. In addition, in such event, all of his equity compensation awards will vest and generally remain exercisable for their full term and Mr. Hoaglin’s retirement benefits will be determined assuming his age was increased by the number of years equal to the severance multiple, his employment with Huntington continued for the number of years equal to his severance multiple and his compensation during this deemed period of continued employment was equal to his severance payment and was payable in equal monthly installments over that period.

In addition, upon a termination of Mr. Hoaglin’s employment for any reason other than for “cause”, Mr. Hoaglin and his wife will be entitled to health insurance coverage which is comparable in terms of coverage, deductibles, co-payments and costs to the health care coverage provided to him and her immediately prior to his termination until the earlier of such time as he and/or his wife are entitled to health care coverage under another employer’s plan, he and/or his wife are eligible for Medicare or other comparable program, or he and/or his wife are entitled to health care insurance pursuant to any health care insurance plan provided by Huntington to retired employees. In the event that participation in these health insurance plans is not permitted, then Huntington will directly provide, at its discretion and at no after-tax cost to Mr. Hoaglin, either the benefits to which he or his wife would be entitled under such plans, or a lump-sum cash payment equal to the after-tax value of the benefits.

The agreement also entitles Mr. Hoaglin to an excise tax gross up in respect of any payments and benefits received in connection with a change in control that exceed the limit under Code Section 280G and contains certain restrictive covenants, including non-solicitation and non-competition restrictions during the employment period and for one year after termination of his employment for any reason.

New Employment Agreement between Huntington and Marty E. Adams.In connection with the execution of the merger agreement, Huntington entered into an employment agreement with Mr. Adams, with a term commencing upon completion of the merger and ending on Huntington’s annual shareholders meeting in 2011, subject to annual renewal thereafter. From and after the effective date of the merger, the agreement will supersede Mr. Adams’s existing employment agreement with Sky. Mr. Adams will serve as president and chief operating officer of Huntington from the effective date of the merger until December 31, 2009 or such earlier time as Mr. Hoaglin may cease to be chief executive officer and as president and chief executive officer of Huntington thereafter until Huntington’s annual shareholders meeting in 2011 (subject to renewal of the employment period). Mr. Adams will be nominated to, and subject to election, will continue as a member of the Huntington board of directors. While serving as president and chief operating officer, Mr. Adams will receive annual base salary at a rate of at least 80% of Mr. Hoaglin’s annual base salary, but in no event less than $692,000, will have a target bonus of not less than 100% of his base salary and no less than 80% of Mr. Hoaglin’s bonus for the applicable year and will receive long-term incentive and annual equity incentive awards with a value of no less than 80% of those awarded to Mr. Hoaglin.

While serving as president and chief executive officer, Mr. Adams’s annual base salary and annual bonus, which will be no less than those in effect while he was serving as chief operating officer, and annual equity incentive awards will be determined by Huntington’s compensation committee. Mr. Adams will be entitled to employee benefits, fringe benefits and perquisites on a basis no less favorable than those provided to other senior executives of Huntington. As of completion of the merger, Mr. Adams will also be immediately eligible to participate in the Huntington’s non-qualified deferred compensation plans and will receive service credit for his recognized service with Sky for purpose of eligibility and vesting, but not benefit accrual, under such plans and under Huntington’s post-retirement welfare plans. In addition, following the completion of the merger, subject to his execution and non-revocation of a release of claims against Sky, Mr. Adams will be entitled to receive an amount in a value of approximately $8,371,311, as determined below, which is approximately equal to the cash severance that is payable to Mr. Adams upon a termination without “cause” or for “good reason” within two years of a change in control of Sky under his existing employment agreement with Sky, which will be paid and provided to him as follows: (i) $4 million will be paid in a lump sum within 30 days after completion of the merger and (ii) Huntington will grant Mr. Adams an award of restricted stock with a fair market value, as of the grant date, equal to approximately $4,371,311, which is the balance of this amount. This restricted stock award will vest in equal monthly installments on the end of each calendar month from the completion of the merger through December 31, 2009. Huntington will also enter into an employment agreement with Mr. Adams, similar to the employment agreement between Huntington and Mr. Hoaglin, to be effective with respect to transactions that would constitute a change of control of Huntington occurring following completion of the merger.

In the event that, during the term, Mr. Adams’s employment is terminated by Huntington without “cause” or by Mr. Adams for “good reason” (each, as defined in the agreement), he will receive a lump sum payment consisting of accrued amounts, including a pro-rata bonus for the year of termination (based on the higher of Mr. Adams’s target bonus and the bonus paid or payable to him for the year prior to the year of termination), and an amount equal to the sum of his base salary and the higher of his target bonus and the bonus paid or payable to him for the year prior to the year of termination, multiplied by the greater of (i) two and (ii) the number of days remaining in the employment period, divided by 365 (but in no event greater than three). Mr. Adams will also be entitled to a lump sum cash amount equal to 1.0 times the greater of the target long-term award for his incentive group for the most recently completed performance cycle prior to his termination or the performance cycle immediately preceding that cycle. In addition, all of his equity compensation awards will vest and generally remain exercisable for their full term and Mr. Adams’s retirement benefits will be determined assuming his age was increased by the number of years equal to the severance multiple, his employment with Huntington

continued for the number of years equal to his severance multiple (provided that in the event his actual and partial years of credited service is less than the number equal to ten minus the severance multiple, his total credited service will be the greater of (i) his actual years of service plus the multiple, and (ii) ten) and his compensation during this deemed period of continued employment is equal to his severance payment and is payable in equal monthly installments over that period.

In addition, upon a termination of Mr. Adams’s employment for any reason other than for “cause”, Mr. Adams and his wife will be entitled to health insurance coverage which is comparable in terms of coverage, deductibles, co-payments and costs as the health care coverage provided to him and her immediately prior to his termination until the earlier of such time as he and/or his wife are entitled to health care coverage under another employer’s plan, he and/or his wife are eligible for Medicare or other comparable program, or he and/or his wife are entitled to health care insurance pursuant to any health care insurance plan provided by Huntington to retired employees. In the event that participation in these health insurance plans is not permitted, then Huntington will directly provide, at its discretion and at no after-tax cost to Mr. Adams, either the benefits to which he or his wife would be entitled under such plans, or a lump-sum cash payment equal to the after-tax value of the benefits.

The agreement also entitles Mr. Adams to an excise tax gross up in respect of any payments and benefits received in connection with a change in control that exceed the limit under Code Section 280G and contains certain restrictive covenants, including non-solicitation and non-competition restrictions during the employment period and for one year after termination of his employment for any reason.

Existing Sky Employment Agreements.Sky has previously entered into, or is party to, employment agreements with Messrs. Thompson, Souder, Les V. Starr and Koch, each of which entitle the executive officer to certain payments and benefits in connection with qualifying terminations of their employment. Other than with respect to Mr. Koch, whose agreement is described below, pursuant to these employment agreements, if, during the six-month period following a change in control of Sky, an executive officer’s employment is terminated by Sky without “cause” (as defined in the agreement) or by the executive officer with “good reason” (as defined in the agreement), the executive officer would be entitled to the following payments and benefits: (i) a lump sum severance payment equal to 2.99 times the sum of the executive’s base salary and target bonus under Sky’s short-term incentive plan; (ii) a pro-rata short-term incentive bonus for the year of termination; (iii) 18 months of continued health benefits; (iv) the cost of outplacement services of up to $25,000; and (v) forgiveness and repayment of any sign-on bonus and relocation assistance granted to the executive upon initial employment with Sky. The executives are subject to non-competition and non-solicitation restrictions while employed by Sky and for one year after termination of their employment for any reason. Assuming the merger is completed and Mr. Starr experiences a qualifying termination immediately after completion of the merger, the amount of cash severance that would be payable to him under his existing employment agreement will be approximately $1,031,550.

Pursuant to his employment agreement with Sky, in the event of a termination of his employment by the company for any reason or by Mr. Koch for “cause” (as defined in the agreement) after a change in control of Sky, Mr. Koch would be entitled to the following payments and benefits during each year of the period beginning on the date of termination of his employment and ending on the earlier of his attaining “normal retirement age” or 24 months from the date of the change in control: (i) a monthly salary equal to the greater of his highest salary for any month during the 12 months immediately preceding the change in control or termination of his employment; (ii) continued participation in Sky’s profit sharing plan on a basis consistent with other Huntington employees; (iii) the average annual bonus received by Mr. Koch during the three-year period preceding either the change in control or the date of termination of employment, whichever is greater; and (iv) any amount he receives during such year pursuant to Sky’s long-term disability policy. These payments will be made in monthly installments, and any payments due for any part of the payment period which is less than one year are computed on a pro-rata basis. In addition, in the event that following a change in control, Mr. Koch ceases to be employed by Sky for any reason other than due to dismissal by Sky for misconduct, Mr. Koch would be entitled to continued health care benefits until he reaches “normal retirement age” and to retiree health care benefits thereafter. In addition, within six months

of a change in control, Mr. Koch may elect to terminate his employment and receive an amount equal to 12 months’ salary equal to his salary for the month prior to the change in control, plus an amount equal to a pro-rata portion of his previous year’s bonus, based on the number of months that he worked during the calendar year in which he terminated employment.

In connection with the execution of the merger agreement, Huntington agreed to make certain payments to Frank J. Koch, Kevin T. Thompson and W. Granger Souder within 30 days of completion of the merger. Mr. Koch will be paid $717,000, which is the cash severance that is payable to him upon a “Termination of Employment” (as defined in his employment agreement) as of immediately following completion of the merger, using a “Payment Period” (as defined in his employment agreement) of 24 months, and Messrs. Thompson and Souder will be paid $1,853,800 and $1,429,220, respectively, which amounts are the cash severance that are payable to them as if their employment was terminated other than for “cause”, death or “disability” or due to “good reason” (each, as defined in their employment agreements) as of immediately following completion of the merger. In addition, the 2006 fiscal year bonuses paid or payable to Messrs. Thompson and Souder will be used in lieu of their target bonuses for purposes of determining their cash severance. These payments will not affect Mr. Koch’s, Mr. Thompson’s or Mr. Souder’s other rights under their existing employment agreements with Sky. Prior to the completion of the merger, Sky will amend the employment agreements to reflect the foregoing.

Sky Equity-Based Awards.Under the terms of Sky’s existing equity compensation plans and underlying award agreements and existing deferred compensation plans, the merger constitutes a change in control of Sky and, as a result, stock options, restricted shares and stock appreciation rights granted to the executive officers and non-employee directors prior to the date on which the merger agreement was entered into will become fully vested and free of restrictions in connection with the completion of the merger. The aggregate number of stock options to acquire Sky common stock held by the 14 executive officers that will vest as a result of the merger is 207,225 shares and the aggregate number of shares of restricted stock held by the 14 executive officers that will vest and become free of restrictions as a result of the merger is 67,957 shares. All stock appreciation rights held by the 14 executive officers are already vested in full and, accordingly, none will vest and become free of restrictions as a result of the merger. The aggregate number of shares of restricted stock held by the 12 non-employee directors that will vest and become free of restrictions as a result of the merger is 19,962 shares. All stock options to acquire Sky common stock and stock appreciation rights held by the 12 non-employee directors are already vested in full and, accordingly, none will vest and become free of restrictions as a result of the merger.

We have agreed to use our reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include approval from the Federal Reserve. Huntington and ~~Unizan~~Sky have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals.

Federal Reserve Board. The merger is subject to approval by the Federal Reserve Board pursuant to ~~Sections~~Section 3 ~~and 4~~ of the Bank Holding Company Act of 1956, as amended. We ~~expect to file~~filed the required application with the Federal Reserve Board ~~promptly.~~on February 5, 2007.

The Federal Reserve Board is prohibited from approving any transaction under the applicable statutes that (1) would result in a monopoly, (2) would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States, or (3) may have the effect in any section of the United States of substantially lessening competition, tending to create a monopoly or resulting

in a restraint of trade, unless the Federal Reserve Board finds that the anti-competitive effects of the transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served.

In addition, in reviewing a transaction under the applicable statutes, the Federal Reserve Board will consider the financial and managerial resources of the companies and their subsidiary banks and the convenience and

needs of the communities to be served as well as the companies’ effectiveness in combating money-laundering activities. In connection with its review, the Federal Reserve Board will provide an opportunity for public comment on the application for the merger.

Under the Community Reinvestment Act of 1977, which we refer to as the CRA, the Federal Reserve Board must take into account the record of performance of each of Huntington and ~~Unizan~~Sky in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by each company and their subsidiaries. Huntington’s and ~~Unizan’s~~Sky’s subsidiary depository institutions that are subject to the CRA have “satisfactory” CRA ratings with the applicable federal regulator.

Other Requisite Approvals, Notices and Consents. AnBecause Sky Bank is an Ohio state-chartered bank, Huntington is required under Ohio law to give sixty (60) days’ prior written notice to the Ohio Superintendent of Financial Institutions of the acquisition of Sky and Sky Bank as a result of the merger and to request the Superintendent’s consent to the transaction. Such notice is provided by filing with the Superintendent an originally executed copy of the application ~~is also being~~that Huntington filed with the ~~Officer~~Federal Reserve Board pursuant to Section 3 of the Bank Holding Company Act. Huntington filed the required copy with the Ohio Superintendent of Financial Institutions on February 5, 2007.

Under applicable Ohio law and rules of the Ohio Superintendent of Financial Institutions, the Superintendent may deny consent to the acquisition of an Ohio state-chartered bank if (1) the transaction would result in a monopoly, (2) the transaction would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the State of Ohio, (3) the transaction may have the effect in any part of the State of Ohio of substantially lessening competition, tending to create a monopoly or resulting in a restraint of trade, unless the Superintendent finds that the anti-competitive effects of the transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served, (4) the financial condition of any acquiring person might jeopardize the financial stability of the bank or prejudice the interests of the bank’s depositors, (5) the competence, experience and integrity of any acquiring person or of any of the proposed management indicates that it would not be in the interest of the bank’s depositors or the public to permit the transaction, (6) any acquiring person neglects, fails or refuses to furnish the Superintendent all information required, or (7) the Superintendent determines that the transaction would have an adverse effect on the bank insurance fund administered by the Federal Deposit Insurance Corporation.

Huntington is also required to file an application with the Office of the Comptroller of the Currency under the federal Change in Bank ~~Merger~~Control Act to approve the ~~merger~~acquisition of ~~Unizan Bank,~~Sky Trust, National Association ~~into The Huntington National Bank, and~~by Huntington. This application must be filed with the ~~acquisition by The Huntington National Bank of Unizan Financial Services Group, N.A.,~~Comptroller because Sky Trust is chartered as a national bank generally limited to exercising trust ~~powers. Prior~~powers and is not a bank whose acquisition is subject to approval of the Federal Reserve Board under Section 3 of the Bank Holding Company Act. Huntington will file the required application with the Office of the Comptroller of the Currency as soon as practicable.

Under applicable federal law and the rules of the Office of the Comptroller of the Currency, the Comptroller may deny approval of the acquisition of a bank if (1) the transaction would result in a monopoly, (2) the transaction would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States, (3) the transaction may have the effect in any part of the United States of substantially lessening competition, tending to create a monopoly or resulting in a restraint of trade, unless the Comptroller finds that the anti-competitive effects of the transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served, (4) the financial condition of any acquiring person might jeopardize the financial stability of the bank or prejudice the interests of the bank’s depositors, (5) the competence, experience and integrity of any acquiring person or of any of the proposed management indicates that it would not be in the interest of the bank’s depositors or the public to permit the transaction, (6) any acquiring person neglects, fails or

refuses to furnish the Comptroller all information required, or (7) the Comptroller determines that the transaction would have an adverse effect on the bank insurance fund administered by the Federal Deposit Insurance Corporation.

Huntington and Sky are also required to file notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with the Department of Justice and the Federal Trade Commission in connection with acquisition of control of certain of Sky’s non-banking subsidiaries that are engaged in non-banking businesses pursuant to Section 4 of the Bank Holding Company Act.

In addition to the approvals, notices and consents described above, approvals from or notices to ~~or approvals from, various state~~the following regulatory authorities will also be required in connection with the acquisition of certain of Sky’s non-banking ~~businesses controlled by Unizan, and notice to the Federal Deposit Insurance Corporation will be required~~businesses: (1) various state insurance departments in connection with the acquisition of ~~Unizan Financial Services Group, N.A. All required notifications and/~~Sky’s captive insurance company and insurance agency businesses, and (2) various federal and state securities regulators in connection with Sky’s investment advisory and investment sales businesses. Huntington and Sky either have filed, or will file, all applications ~~are being made~~for approval and notices with the various regulatory authorities referred to in the ~~appropriate state and other regulatory authorities.~~

Timing. We cannot assure you that all of the regulatory approvals described above will be obtained, and, if obtained, we cannot assure you as to the date of any approvals or the absence of any litigation challenging such approvals. Likewise, we cannot assure you that the ~~Antitrust Division,~~Department of Justice, the ~~FTC~~Federal Trade Commission or any state attorney general will not attempt to challenge the merger on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Pursuant to the Bank Holding Company ~~Act and the Bank Merger~~ Act, a transaction approved by the Federal Reserve Board may not be completed until 30 days after approval is received, during which time the ~~Antitrust Division~~Department of Justice may challenge the ~~merger~~transaction on antitrust grounds. The commencement of an antitrust action would stay the effectiveness of an approval unless a court specifically ordered otherwise. With the approval of the Federal Reserve Board ~~or the Officer of the Comptroller of the Currency, as applicable,~~ and the concurrence of the ~~Antitrust Division,~~Department of Justice, the waiting period may be reduced to no less than 15 days.

The parties will make their HSR filings as soon as practicable. The applicable waiting period under the HSR Act will expire 30 days after the date of filing, unless earlier terminated or extended by a request for additional information and documentary materials.

Huntington and ~~Unizan~~Sky believe that the merger does not raise substantial antitrust or other significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals on a timely basis without the imposition of any condition that would have a material adverse effect on Huntington or ~~Unizan.~~

We are not aware of any material governmental approvals or actions that are required for completion of the merger other than those described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

The merger will be accounted for as a “purchase,” as that term is used under generally accepted accounting principles, for accounting and financial reporting purposes. Under purchase accounting, the assets and liabilities of Sky as of the effective time of the merger will be recorded at their respective fair values and added to those of Huntington. Any excess of purchase price over the fair values is recorded as goodwill. Financial statements of Huntington issued after the merger would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Sky.

~~Unizan’s Directors and Officers Have Financial Interests in the Merger~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

~~Some~~The following is a general discussion of the ~~members~~anticipated material United States federal income tax consequences to “U.S. holders” (as defined below) of ~~Unizan management and the Unizan board of directors have interests in the merger that are in addition to, or different from, their interests as Unizan stockholders generally.~~

~~Unizan has severance agreements with nine officers, including four executive officers, which entitle each of them to receive severance benefits in the event~~Sky common stock of the ~~termination~~receipt of ~~his employment by Unizan or its successor (other than~~shares of Huntington common stock and cash in exchange for cause) or his resignation for good reason (i.e., in response to a reduction in responsibilities, authority, position, office, compensation or benefits or the relocation of his place of work or the liquidation or merger of Unizan or its principal bank subsidiary) within two years (or in the case of Roger L. Mann, and James H. Nicholson, three years) following a change in control (we refer to this period as the Severance Period).

Upon such termination of employment during the Severance Period, the terminated officer would be entitled to receive a lump sum severance payment ranging from 200% to 300% of (i) his then current base salary, plus (ii) the average annual bonus awarded him for the three calendar years preceding the change in control. In addition, such terminated officer would become vested in any qualified and nonqualified plans, programs, or arrangements in which the officer participated (unless the particular plan, program or arrangement otherwise specifically addresses the effect of a change in control. In a termination situation, Unizan or its successor would be required to contributeSky common stock pursuant to the ~~401(k) or profit sharing account in which such terminated officer participated an amount equal to any matching or profit sharing contribution that would have been made had~~merger. This summary is based upon the officer’s employment not terminated prior to the end of the applicable plan year. Such terminated officer would also be entitled to receive an additional payment (the “gross up”) sufficient to cover any tax imposed by Section 4999provisions of the Internal Revenue Code of 1986, as amended, and also referred to in this document as the Code, applicable United States Treasury Regulations, judicial authorities and administrative rulings and practice, all as in effect as of the date of this joint proxy statement/prospectus and all of which are subject to change, possibly on a retroactive basis.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Sky common stock that is for United States federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (iii) a trust if it (a) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person; or (iv) an estate the income of which is subject to United States federal income tax regardless of its source.

Holders of Sky common stock who are not U.S. holders may have different tax consequences than those described below and are urged to consult their own tax advisors regarding the tax treatment to them under United States and non-United States tax laws.

The United States federal income tax consequence to a partner in an entity treated as a partnership, for United States federal income tax purposes, that holds Sky common stock generally will depend on the ~~severance payment and 50% (or, in the case of Messrs. Mann and Nicholson, 100%)~~status of the partner and the activities of the partnership. Partners in a partnership holding Sky common stock are urged to consult their own tax ~~imposed on~~advisors.

This discussion assumes that a U.S. holder holds Sky common stock as a capital asset within the ~~gross up. Unizan (or~~meaning of Section 1221 of the Code. This discussion does not address all aspects of United States federal income taxation that may be relevant to a U.S. holder in light of its ~~successor) would also be obligated~~personal circumstances or to ~~continue~~U.S. holders subject to ~~provide life, health and disability insurance coverage for a period of 24 months (36 months in the case of Mssrs. Mann and Nicholson) following such termination of employment.~~

Unizan Bank, National Association has salary continuation agreements with Roger L. Mann and Scott E. Dodds that provide supplementary retirement benefits upon retirement at or after normal retirement age. The payment of these benefits is accelerated upon termination of such officer’s employment without cause or his resignation for good reason within three years (or, in the case of Mr. Dodds, two years) after a change in control. No supplementary retirement benefits are payable if the officer’s employment is termination for cause or he is removed from office pursuant to an order issuedspecial treatment under the ~~Federal Deposit Insurance Act,~~United States federal income tax laws (for example, insurance companies, dealers or ifbrokers in securities or currencies, traders in securities who elect to apply a ~~receiver is appointed~~mark-to-market method of accounting, tax-exempt organizations, financial institutions, mutual funds, partnerships or other pass-through entities (and persons holding Sky common stock through a partnership or other pass-through entity), United States expatriates, U.S. holders subject to alternative minimum tax, U.S. holders who hold Sky common stock as part of a hedging, “straddle,” conversion or other integrated transaction, a person whose functional currency for United States federal income tax purposes in not the ~~bank under~~U.S. dollar, U.S. holders who acquired their Sky common stock through the ~~Federal Deposit Insurance Act~~exercise of employee stock options or other compensation arrangements or U.S. holders who exercise statutory appraisal rights). In addition, the ~~Federal Deposit Insurance Corporation enters into an agreement~~discussion does not address any aspect of foreign, state, local, estate or gift taxation that may be applicable to ~~provide assistance~~a U.S. holder.

Holders of Sky common stock are strongly urged to consult with their own tax advisors as to the bank under the Federal Deposit Insurance Act. If an officer becomes entitled to receive benefits upon termination of employment following a change in control such as the merger with Huntington, the bank would be obligated to make a lump sum payment of $1,441,874 to Mr. Mann and an estimated payment ranging from $407,156 to $466,255 to Mr. Dodds, depending upon the year in which such termination of employment occurred and certain discount rate assumptions.

Pursuant to the merger agreement and the terms of Unizan’s various stock plans, each option to purchase shares of Unizan common stock, including each option held by the executive officers and the board of directors of Unizan, will be converted upon completiontax consequences of the merger ~~into an option to purchase shares~~under their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

Huntington ~~based on the exchange ratio on the same terms~~ and ~~conditions as were applicable to the Unizan stock option, except that under the terms of Unizan’s stock option plans, previously awarded but unvested stock options will vest at the time~~Sky have structured the merger ~~is completed. Based on~~to qualify as a “reorganization” within the ~~holdings~~meaning of ~~stock options~~Section 368(a) of the ~~executive officers and directors of Unizan as of [*], 2004, the vesting of stock options for shares of Unizan common stock held by executive officers would accelerate as~~Code (a “Reorganization”). It is a condition to ~~[*] shares upon stockholder approval of the merger.~~

~~As described above under “Board of Directors of Huntington following Completion of the Merger,” upon completion of~~Huntington’s obligation to complete the merger ~~one~~that Huntington receive an opinion of its counsel, Davis Polk & Wardwell, dated the ~~current Unizan directors to be selected by Huntington and reasonably~~

~~acceptable to Unizan will join the Huntington board of directors, with the intent being that such new director would have a term ending no earlier than the 2007 annual shareholder meeting.~~

Huntington has agreed to indemnify and hold harmless each present and former director, officer and employee of Unizan from liability and expenses for matters arising in their capacity as such at or prior to the completionclosing date of the merger, to the ~~fullest extent provided by applicable law,~~effect that the ~~Unizan restated articles of incorporation and code of regulations, and to the same extent that they would have been indemnified~~merger will be treated as a ~~Unizan director, officer and employee or otherwise under indemnification agreements they may have had with Unizan. Huntington also has agreed~~Reorganization. It is a condition to Sky’s obligation to

complete the merger that ~~it will either maintain Unizan’s current policy~~Sky receive an opinion of ~~directors’ and officers’ liability insurance coverage, or provide comparable coverage, for~~its counsel, Wachtell, Lipton, Rosen & Katz, dated the ~~benefit of Unizan directors and officers for six years following completion~~closing date of the merger, ~~subject~~ to the effect that the merger will be treated as a ~~maximum annual payment~~Reorganization. These opinions will be based on facts, representations and assumptions set forth in the opinion and representations set forth in certificates to be received from Huntington and Sky. None of the tax opinions given in connection with the merger or the opinions described below will be binding on the Internal Revenue Service, and neither Huntington nor Sky intends to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the merger.

Consequently, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of those set forth below. In addition, if any of the facts, representations or assumptions upon which those opinions are based is inconsistent with the actual facts, the United States federal income tax consequences of the merger could be adversely affected. It is assumed for purposes of the remainder of the discussion that the merger will qualify as a Reorganization. Based on this assumption, upon the exchange of Sky common stock for a combination of Huntington common stock and cash, a U.S. holder will generally recognize gain (but not loss) in an amount ~~specified~~equal to the lesser of:

the amount of gain realized (i.e., the excess, if any, of the sum of the cash and the fair market value of the Huntington common stock a U.S. holder received over its tax basis in the Sky common stock surrendered in the merger); and

the amount of cash received in the merger ~~agreement.~~(other than cash received instead of a fractional share of Huntington common stock).

For this purpose, gain must be calculated separately for each identifiable block of shares surrendered in the exchange. If a U.S. holder has different bases or holding periods in respect of shares of Sky common stock, a U.S. holder should consult its tax advisor prior to the exchange with regard to identifying the bases or holding periods of the particular shares of Huntington common stock received in the merger.

Any recognized gain will generally be long-term capital gain if the U.S. holder’s holding period with respect to the Sky common stock surrendered is more than one year at the effective time of the merger. In some cases, where a U.S. holder actually or constructively owned Huntington common stock immediately before the merger, cash received in the merger could be treated as having the effect of the distribution of a dividend, under the tests set forth in Section 302 of the Code, in which case such gain would be treated as ordinary dividend income. These rules are complex and dependent upon the specific factual circumstances particular to each U.S. holder. Consequently, each U.S. holder should consult its tax advisor as to the application of these rules to the particular facts relevant to such U.S. holder.

A U.S. holder’s aggregate tax basis in the shares of Huntington common stock received in the merger, including any fractional share interests deemed received by the U.S. holder under the treatment described below, will equal its aggregate adjusted tax basis in the Sky common stock surrendered in the merger, increased by the amount of taxable gain, if any, recognized in the merger (including any portion of the gain that is treated as a dividend as described above but excluding any gain or loss resulting from the deemed receipt and redemption of a fractional share interest described below) and decreased by the amount of any cash received in the merger (excluding any cash received instead of a fractional share interest). The holding period for the shares of Huntington common stock received in the merger (including a fractional share interest deemed received and redeemed as described below) will include the holding period for the shares of Sky common stock surrendered in the merger.

A U.S. holder who receives cash instead of a fractional share of Huntington common stock will be treated as having received the fractional share of Huntington common stock pursuant to the merger and then as having

exchanged the fractional share of Huntington common stock for cash in a redemption by Huntington. In general, this deemed redemption will be treated as a sale or exchange, provided the redemption is not essentially equivalent to a dividend. The determination of whether a redemption is essentially equivalent to a dividend depends upon whether and to what extent the redemption reduces the U.S. holder’s deemed percentage stock ownership of Huntington. While this determination is based on each U.S. holder’s particular facts and circumstances, the Internal Revenue Service has ruled that a redemption is not essentially equivalent to a dividend and will therefore result in sale or exchange treatment in the case of a shareholder of a publicly held company whose relative stock interest is minimal and who exercises no control over corporate affairs if the redemption results in even a minor reduction in the stock interest of the shareholder. As a result, the redemption of a fractional share of Huntington common stock is generally treated as a sale or exchange and not as a dividend, and a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount of cash received and the basis in its fractional share of Huntington common stock as set forth above. This capital gain or loss generally will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for the shares is greater than one year. The deductibility of capital losses is subject to limitations.

Cash payments received in the merger by a U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 28%) of the cash payable to the holder, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the U.S. holder’s United States federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

A U.S. holder who receives shares of Huntington common stock as a result of the merger will be required to retain records pertaining to the merger and will be required to file with its United States federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to the merger.

The following describes certain aspects of the merger, including material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this document as Appendix A and is incorporated by reference ininto this document. We urge you to read the merger agreement carefully and in its entirety.

The merger agreement provides for the merger of ~~Unizan~~Sky Financial ~~Corp.~~Group, Inc. with and into Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington Bancshares Incorporated. ~~Huntington~~Huntington’s subsidiary will be the surviving ~~corporation~~company in the merger. Each share of ~~Unizan~~Sky common stock issued and outstanding immediately prior to the completion of the merger, except for specified shares of ~~Unizan~~Sky common stock held by ~~Unizan~~Sky and Huntington and shares of ~~Unizan~~Sky shareholders exercising appraisal rights, will be converted into ~~1.1424~~1.098 shares of Huntington common ~~stock.~~

Huntington will not issue any fractional shares of Huntington common stock in the merger. Instead, a ~~Unizan stockholder~~Sky shareholder of record who otherwise would have received a fraction of a share of Huntington common stock will receive an amount in cash rounded to the nearest cent. This cash amount will be determined by multiplying the fraction of a share of Huntington common stock to which the holder of record would otherwise be entitled by the average of the closing sale prices of Huntington common stock on the Nasdaq ~~National~~Stock Market as reported byThe Wall Street Journal for the five full trading days immediately preceding the date of the effective time of the merger.

The merger agreement provides that, upon completion of the merger, (i) each outstanding ~~and unexercised stock~~ option to acquire ~~shares of Unizan~~Sky common stock will ~~cease to represent the right to acquire or receive shares of Unizan common stock~~immediately vest and become exercisable and will be converted into ~~and become~~an option to purchase a ~~right, to acquire the~~ number of shares of Huntington common stock equal to the number of shares of ~~Unizan~~Sky common stock ~~covered~~underlying such option immediately prior to the merger multiplied by ~~the option times~~ the exchange ratio, with an exercise price that equals the exercise price of such option immediately prior to the merger divided by the exchange ratio; (ii) each restricted share of Sky common stock will immediately vest and be converted into the right to receive the merger consideration, subject to applicable withholding tax; and (iii) each stock ~~option per share~~unit denominated in shares of Sky common stock will immediately vest and be converted into the right to receive a number of shares of Huntington common stock ~~equaling~~equal to the ~~per share exercise price~~number of shares of Sky common stock underlying such unit immediately prior to the ~~Unizan stock option divided~~merger multiplied by the exchange ratio. ~~Unizan’s~~The exchange ratio for purposes of the stock options and stock units is the sum of (x) 1.098 and (y) the quotient of 3.023 divided by the average closing sale price of Huntington common stock over the five trading days immediately preceding the merger. Sky’s employee stock purchase plan will be terminated shortly before the merger is completed.

Huntington has agreed to assume ~~Unizan’s~~Sky’s obligations with respect to the ~~Unizan~~Sky stock options and Sky restricted stock units that are converted into Huntington stock options and Huntington restricted stock units as described above and otherwise in accordance with the terms of the plans under which they have been granted. Huntington has agreed to reserve additional shares of Huntington common stock to satisfy its obligations under the converted stock options and converted restricted stock units and file a registration statement with the SEC on an appropriate form to the extent necessary to register Huntington common stock subject to the converted stock ~~options.~~

the merger agreement is approved and adopted by ~~Unizan stockholders;~~Sky shareholders;

the issuance of Huntington common stock in connection with the merger is approved by the Huntington shareholders;

all required governmental and regulatory consents and approvals are ~~obtained;~~obtained as provided in the merger agreement; and

all other conditions to the merger discussed in ~~this document and~~ the merger agreement are either satisfied or waived.

The merger will become effective when articles of merger are filed with the Maryland State Department of Assessments and Taxation and a certificate of merger is filed with the Secretary of State of the State of Ohio. In the merger agreement, we have agreed to cause the completion of the merger to occur no later than the fifth business day following the satisfaction or waiver of the last of the conditions specified in the merger agreement, or on another mutually agreed date. It currently is anticipated that the effective time of the merger will occur

early during the ~~second~~third quarter of ~~2004,~~2007, but we cannot guarantee when or if the merger will be completed. The ~~Huntington~~merger subsidiary’s articles of ~~restatement of charter, as amended,~~formation and ~~the bylaws~~operating agreement as in effect immediately prior to the effective time will be the ~~charter~~articles of formation and ~~bylaws~~operating agreement of the surviving ~~corporation~~company upon completion of the merger.

The merger agreement contains representations and warranties of each of Sky, on the one hand, and Huntington and Huntington’s merger subsidiary, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the merger agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between Sky, on the one hand, and Huntington and Huntington’s merger subsidiary, on the other hand. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about Sky, Huntington or Huntington’s merger subsidiary.

The merger agreement contains customary representations and warranties of ~~Unizan~~Sky, Huntington and ~~Huntington~~Huntington’s merger subsidiary relating to their respective businesses. With the exception of certain representations that must be true and correct in all material respects, no representation will be deemed untrue or incorrect as a consequence of the existence or absence of any fact or event unless that fact or event has had or is reasonably likely to have a material adverse effect on the company making the representation. The representations in the merger agreement do not survive the effective time of the merger.

Each of Huntington and ~~Unizan~~Sky has made representations and warranties regarding, among other things:

corporate matters, including due organization and qualification;

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

required governmental filings and consents;

the timely filing of reports with governmental entities, and the absence of investigations by regulatory agencies;

financial statements;

broker’s fees payable in connection with the merger;

the absence of certain changes or events;

~~SEC reports;~~

labor and employee benefit matters;

compliance with applicable laws;

certain material contracts;

the absence of agreements with regulatory agencies;

interest rate risk management ~~instruments;~~instruments and derivative transactions;

the absence of undisclosed liabilities;

environmental liabilities;

the absence of knowledge preventing the merger from qualifying as a reorganization;

internal controls; and

the accuracy of information supplied for inclusion in this document and other similar documents.

~~In addition, Unizan has made other~~For Sky, the merger agreement includes additional representations ~~and warranties about itself to Huntington~~ regarding ~~among other things, matters relating to certain contracts,~~ real property, state takeover laws, insurance, ~~employment matters~~investment securities, loan portfolios and intellectual property. For Huntington, the ~~receipt~~merger agreement includes an additional representation regarding Huntington having available funds to pay the cash consideration.

~~Unizan~~Huntington and Sky has undertaken customary covenants that place restrictions on it and its subsidiaries until the effective time of the merger. In general, ~~Unizan~~each company has agreed to (1) conduct its business in the ordinary course in all material respects, (2) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships (including retaining the services of key officers and employees), and (3) take no action that would reasonably be expected to adversely affect or materially delay its respective ability to obtain

any necessary regulatory approvals, perform its covenants or complete the transaction. ~~Unizan~~

In addition to the general covenants above, Sky further ~~agrees~~agreed that, except with Huntington’s prior written consent, ~~Unizan~~Sky will not, among other things, undertake the following extraordinary actions:

make, declare or pay any dividends or other distributions on any shares of its capital stock, other than regular cash dividends;

~~adjust,~~

split, combine or reclassify any capital stock of ~~Unizan~~Sky or its ~~subsidiaries;~~subsidiaries, except upon the exercise of Sky stock options or settlement of Sky stock unit awards;

purchase, redeem or otherwise acquire any shares of stock or other securities of ~~Unizan~~Sky or any of its ~~subsidiaries;~~subsidiaries, other than the issuance of Sky common stock upon the exercise of Sky stock options or settlement of Sky stock unit awards;

issue shares, orSky stock options or Sky stock unit awards outside the parameters set forth in the merger agreement;

amend its governing documents;

acquire any business or assets except inventory or similar assets in the ordinary course of ~~business;~~business, or open, acquire, close or sell any branches;

sell, lease, mortgage, encumber or otherwise dispose of any assets or properties other than securitizations or other ~~transactions;~~transactions in the ordinary course of business;

other than certain short-term borrowings incurred in the ordinary course of business and for other agreed upon borrowings, incur any indebtedness for borrowed money or issue any debt securities or assume or otherwise become responsible for the obligations of any person other than ~~Unizan~~Sky and its subsidiaries; or, other than in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, any person other than its ~~subsidiaries~~subsidiaries;

change its accounting methods, except as required by ~~applicable law;~~GAAP or regulatory accounting principles;

change in any material respects its underwriting, operating, investment or risk ~~management;~~management policies;

make, change or revoke any material tax election, amend any material tax return, change any method of tax accounting in any material respect, settle any material liability for taxes or surrender any right to claim a material refund of taxes;

other than in the ordinary course of business, terminate or waive any material provision of any material contract other than normal renewals of contracts without materially adverse changes, or enter into any contract containing any restriction on engaging in any type or activity or business;

incur any capital expenditures in excess of ~~$50,000~~$200,000 individually or ~~$250,000~~$1,000,000 in the aggregate;

alter in any material respect any interest material to ~~Unizan~~Sky in any entity in which ~~Unizan~~Sky holds any equity;

except as required by the terms of Sky’s benefit plans or by certain employment agreements to which Sky is a party or by applicable law, (1) grant any increase in compensation, ~~or benefits,~~ except for annual salary or wage increases to employees in the ordinary course consistent with past practice not to exceed 3.0% in the aggregate, (2) grant any increase in severance or termination pay, except for any increases to employees who are not officers in the ordinary course of business consistent with past practice, (3) ~~establish, or~~ increase the compensation or benefits provided under, or otherwise amend or clarify, any ~~Unizan~~Sky benefit plan or employment agreement, ~~except as required by applicable law,~~ (4) modify any ~~Unizan~~Sky stock option or other equity-based award, (5) make any discretionary contributions or payments to any trust or other funding vehicle, except in the ordinary course of business consistent with past practice, (6) accelerate the payment or vesting of any payment or benefit ~~(6)~~or otherwise pay amounts not due to any director, officer, employee, consultant or other service provider, (7) enter into any new or amend any existing employment or consulting agreement with any director or ~~(7)~~officer of Sky, or (8) establish, adopt or enter into any collective bargaining agreement;

agree to material modifications of existing agreements with any governmental ~~entity;~~entity, except as required by law;

pay or settle any claim other than that involves in the ordinary course solely money damages in an amount not in excess of ~~$50,000~~$200,000 individually or ~~$100,000~~$1,000,000 in the ~~aggregate;~~aggregate and that does not create precedent for other pending claims;

restructure or materially change the investment securities portfolio or gap position or the manner in which portfolio is classified or reported;

issue any broadly distributed communication of a general nature to employees without the prior approval of Huntington, except in the ordinary course of business that does not relate to the merger;

take any action or fail to take any action which would be reasonably expected to prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;

take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals for the merger; or

take any action that is reasonably likely to result in any of its representations or warranties set forth in the merger agreement becoming untrue in any material ~~respect.~~respect or in any closing condition not being satisfied, or in violation of any provision of the merger agreement, in each case except as may be required by applicable law; or

agree to take or adopt any resolutions by the board of directors in support of any action prohibited by any of the Sky conduct of business covenants made in the merger agreement.

Huntington ~~agrees~~further agreed that, except with ~~Unizan’s~~Sky’s prior written consent, Huntington will not, among other things, undertake the following extraordinary actions:

amend any charter or governing documents of Huntington or Huntington’s merger subsidiary in a fashion that would be adverse to ~~Unizan~~Sky or its ~~stockholders;~~shareholders or impede Huntington’s or its merger subsidiary’s ability to consummate the merger;

take any action or knowingly fail to take any action which would be reasonably expected to prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;

~~take any action that would materially delay necessary governmental or regulatory approvals;~~

take any action that is intended or reasonably likely to result in any representations or warranties under the merger agreement becoming untrue in any material ~~respect;~~respect or in any closing condition not being satisfied, or in violation of any provision of the merger agreement, in each case except as may be required by applicable law;

make any material investment that would reasonably be expected to prevent or materially impede or delay the merger; or

agree to take or adopt any resolutions by the board of directors in ~~opposition to~~support of any action prohibited by any of the Huntington conduct of business covenants made in the merger agreement.

The merger agreement also contains mutual covenants relating to the preparation of this joint proxy statement/prospectus, access to information of the other company and public announcements with respect to the transactions contemplated by the merger agreement.

~~Unizan~~Sky has agreed that, until the merger is completed, it will not pay dividends other than regular quarterly cash dividends not in excess of ~~$0.135~~$0.25 per share of ~~Unizan~~Sky common stock. ~~Unizan~~Sky has also agreed to coordinate the declaration of dividends so that holders of ~~Unizan~~Sky common stock will not receive two dividends for any quarter with respect to their ~~Unizan~~Sky common stock and any Huntington common stock any holder receives in the merger. Payment of dividends by Huntington and ~~Unizan~~Sky to their shareholders is largely dependent on the amount of dividends received from their bank subsidiaries, which may be limited or restricted by banking regulations.

~~Unizan~~Sky and Huntington has each also ~~has~~ agreed that it, its subsidiaries and their officers, directors, employees, agents and representatives will not, directly or indirectly:

initiate, solicit, encourage or facilitate any inquiries or proposals for any “Acquisition Proposal” (as defined below); or

participate in any discussions or negotiations ~~or enter into any agreement,~~ regarding any “Alternative Transaction” (as defined below).; or

enter into any agreement regarding an Alternative Transaction.

However, prior to Huntington or Sky obtaining its shareholder approval, and subject to entering into a confidentiality agreement that is no less favorable to the ~~Unizan special meeting, Unizan may~~other party than its confidentiality agreement with the other party, the Sky board of directors or the Huntington board of directors is permitted to consider and participate in discussions and negotiations with respect to a bona fide Acquisition Proposal, ~~and withdraw or qualify its recommendation~~ if ~~(1) it has first entered into a confidentiality agreement with the party proposing the Acquisition Proposal on terms comparable~~and to the ~~confidentiality agreement with~~extent the Sky board or Huntington ~~and (2) the Unizan~~ board ~~of directors~~reasonably determines ~~reasonably~~ in good faith, ~~(after consultation~~after consulting with outside legal ~~counsel)~~counsel, that failure to ~~take these actions~~do so would cause it to violate its fiduciary duties.

to notify ~~Huntington~~the other party promptly (but in no event later than 24 hours) after it receives any Acquisition Proposal, or any material change to any Acquisition Proposal, or any request for nonpublic information ~~relating to Unizan or any of its subsidiaries, and to provide Huntington with relevant information regarding the Acquisition Proposal or request;~~

relating to such party or any of its subsidiaries, or if it enters into discussions or negotiations concerning any Acquisition Proposal, and to provide the other party with relevant information regarding the Acquisition Proposal or request;

to keep ~~Huntington~~the other party fully informed, on a current basis, of any material changes in the status and any material changes in the terms of any such Acquisition Proposal; and

to cease any existing discussions or negotiations with any persons with respect to any Acquisition Proposal, and to use reasonable best efforts to cause all persons other than ~~Huntington~~the other party who have been furnished with confidential information in connection with an Acquisition Proposal within the 12 months prior to the date of the merger agreement to return or destroy such information.

As used in the merger agreement, an “Acquisition Proposal” means any ~~inquiry~~inquiries or ~~proposal~~proposals regarding any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including, without limitation, by way of a tender offer) or similar transactions involving ~~Unizan~~Sky or Huntington or any of its respective subsidiaries that, if completed, would constitute an Alternative Transaction.

As used in the merger agreement, “Alternative Transaction” means any of the following:

a transaction pursuant to which any person (or group of persons) other than Huntington or Sky or its respective affiliates, as the case may be, directly or indirectly, acquires or would acquire more than 25% of the outstanding shares of ~~Unizan~~Huntington or Sky common stock or outstanding voting power or of any new series or new class of ~~Unizan~~Huntington or Sky preferred stock that would be entitled to a class or series vote with respect to the merger, whether from ~~Unizan~~Huntington or Sky or pursuant to a tender offer or exchange offer or otherwise;

a merger, share exchange, consolidation or other business combination involving ~~Unizan~~Huntington or Sky (other than the merger being described here);

any transaction pursuant to which any person (or group of persons) other than Huntington or Sky or its respective affiliates acquires or would acquire control of assets (including, for this purpose, the outstanding equity securities of subsidiaries of ~~Unizan~~Huntington or Sky and securities of the entity surviving any merger or business combination including any of ~~Unizan’s~~Huntington’s or Sky’s respective subsidiaries) of ~~Unizan,~~Huntington or Sky, or any of its respective subsidiaries representing more than 25% of the fair market value of all the assets, net revenues or net income of ~~Unizan~~Huntington or Sky and its respective subsidiaries, taken as a whole, immediately prior to such transaction; or

any other consolidation, business combination, recapitalization or similar transaction involving ~~Unizan~~Huntington or Sky or any of its subsidiaries, other than the transactions contemplated by the merger agreement, as a result of which the holders of shares of ~~Unizan~~Huntington or Sky common stock immediately prior to the transaction do not, in the aggregate, own at least 75% of each of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in the transaction immediately after the completion of the transaction in substantially the same proportion as the holders held the shares of ~~Unizan~~Huntington common stock or Sky common stock, as applicable, immediately prior to the completion of the transaction.

Transition

Both parties agreed to use their reasonable best efforts to facilitate the integration of ~~Unizan~~Sky and its various subsidiaries with the businesses of Huntington. Unizan agreed to cause its employees and officers to use their reasonable best efforts to provide support, including support from its outside contractors, and to assist Huntington in performing all tasks, including equipment installation, reasonably required to result in a successful integration at the closing.

In addition, Huntington and ~~Unizan agree~~Sky agreed to consult with respect to their litigation and real estate valuation policies and practices and ~~Unizan~~Sky agreed to ~~make~~continue its existing loan policies and practices, except that it would not unreasonably delay or withhold its consent to making such modifications or changes to its policies as Huntington reasonably requests. ~~Unizan agreed~~Subject to ~~continue its existing loan policies and practices.~~applicable law, Huntington and ~~Unizan~~Sky also agreed to consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the ~~merger.~~merger and to take such changes as Huntington reasonably requests.

Commitments to Sky’s Communities

Expenses and Fees

In general, each of Huntington and ~~Unizan~~Sky will be responsible for all expenses incurred by it in connection with the negotiation and completion of the transactions contemplated by the merger agreement. However, the costs and expenses of printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the merger, shall be borne equally by ~~Unizan~~Sky and Huntington.

Conditions to Complete the Merger

Our respective obligations to complete the merger are subject to the fulfillment or waiver of certain conditions, including:

~~the~~

approval and adoption of the merger agreement by the ~~Unizan stockholders;~~Sky shareholders;

approval of the issuance of Huntington common stock in connection with the merger by Huntington shareholders;

the approval of the listing of Huntington common stock to be issued in the merger on the Nasdaq ~~National~~Stock Market, subject to official notice of issuance;

the receipt and effectiveness of all governmental and other approvals, registrations and consents, and the expiration of all related waiting periods required to complete the merger;

the registration statement with respect to the Huntington common stock to be issued in the merger has become effective under the Securities Act and no stop order or proceedings for that purpose has been initiated or threatened by the SEC;

the absence of any law, statute, regulation, judgment, decree, injunction or other order in effect by any court or other governmental entity that prohibits completion of the transactions contemplated by the merger agreement;

~~the truth and correctness of~~

the representations and warranties of ~~each of us~~the other party in the merger agreement ~~subject~~regarding due organization, capitalization, authority to enter into the ~~materiality standard provided~~agreement and brokers’ fees being true and accurate in all material respects, and the other representations and warranties of the other party in the merger agreement (disregarding any materiality qualifications contained in such representations or warranties) being true and accurate except as would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on such party, the performance by ~~each of us~~the other party in all material respects of ~~our~~its obligations under the merger agreement and the receipt by each of us of certificates from the other to that effect; and

the receipt by each of Huntington and ~~Unizan~~Sky of a legal opinion with respect to certain U.S. federal income tax consequences of the merger.

Additionally, the obligation of Huntington to complete the merger is subject to the condition that none of the requisite regulatory approvals include any conditions or restrictions that would reasonably be expected to have a material adverse effect on the combined company following the merger.

We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the date of this document, we have no reason to believe that any of these conditions will not be satisfied.

Amendment, Waiver and Termination of the Merger Agreement

Subject to applicable law, the parties may amend the merger agreement by action taken or authorized by their boards of directors or by written agreement. However, after any approval of the transactions contemplated by the merger agreement by the ~~Unizan stockholders~~Sky shareholders and Huntington ~~stockholders,~~shareholders, there may not be, without further approval of those ~~stockholders,~~shareholders, any amendment of the merger agreement that ~~changes the amount or the form of the consideration to be delivered to the holders of Unizan common stock other than as contemplated by the merger agreement.~~requires such further shareholder approval under applicable law. Either party to the merger agreement may, subject to applicable law, extend the time for performance of any obligation of the other party, waive any inaccuracies in the representations and warranties of the other party, or ~~subject to applicable law,~~ may waive compliance by the other party with any of the other agreements or conditions contained in the merger agreement. However, after any approval of the transactions contemplated by the merger agreement by the Sky shareholders or the Huntington Shareholders, there may not be, without further approval of such shareholders, any extension or waiver of the merger agreement that changes the amount or form of consideration to be paid to the Sky shareholders, other than as contemplated by the merger agreement.

The merger agreement can be terminated ~~at any time prior to closing~~ by mutual consent and by either party in the following circumstances:

if any of the required regulatory approvals are denied (and the denial is final and nonappealable);

if the merger has not been completed ~~by January 27, 2005,~~on or before December 31, 2007, unless the failure to complete the merger by that date is due to the terminating party’s actions;

•

~~if the Unizan stockholders vote to reject the transaction;~~~~provided that~~ ~~Unizan may not terminate the agreement if it did not comply~~

if the requisite shareholder vote in connection with ~~its duties with respect to the shareholder meeting and the non-solicitation of Alternative Transactions set forth in the merger agreement;~~

~~In addition, Unizan may terminate~~ the merger agreement ~~if:~~

~~the average closing price of~~is not obtained at the Huntington ~~common stock for the five consecutive trading days prior to receipt of the last regulatory approval is less than $18.48, which is 80% of the Huntington closing share price on January 26, 2004;~~shareholder meeting and Sky shareholder meeting, respectively;

~~(1)~~

if the number obtained by dividing the Huntington average closing price determined as described in the first bullet by $23.10 is less than (2) the number obtained by dividing the average daily closing values of the S&P Bank Index for the five consecutive trading days prior to receipt of the last regulatory approval by $354.67 (the closing value of the S&P Bank Index on January 26, 2004) minus 0.15.

If Unizan exercises its right to terminate the agreement because of a fall in Huntington’s sale price as set forth above, Huntington may, at its option, adjust the exchange ratio based on a formula that reflects the proportional decrease in the Huntington share price and the value of the S&P Bank Index.

~~Huntington may also terminate the merger agreement if Unizan~~other party fails to recommend the approval ~~and adoption~~ of the ~~merger agreement~~relevant proposal to ~~the Unizan stockholders or~~its shareholders, modifies ~~or qualifies~~ its recommendation in a manner adverse to ~~Huntington,~~ the other party or recommends an alternative transaction; or

if ~~Unizan~~the other party fails to substantially comply with its obligations relating to ~~seek stockholder approval and~~soliciting its shareholder vote or relating to not ~~solicit competing transaction proposals or if Unizan recommends or endorses a competing transaction proposal.~~soliciting alternative transactions.

If the merger agreement is terminated, it will become void, and there will be no liability on the part of Huntington or ~~Unizan,~~Sky, except that (1) termination will not relieve a breaching party from liability for any willful breach ~~giving rise to the termination,~~and (2) the confidentiality agreement between the parties and other customary provisions will survive termination. In addition, if the merger agreement is terminated, a termination fee ~~shall be~~is payable under certain circumstances as set forth below.

IfThe merger agreement contains a reciprocal $125 million termination fee payable under the circumstances described below.

~~Unizan~~

The termination fee is payable immediately to the terminating party by the other party if the merger agreement is terminated based on the other party’s failure to recommend the approval of the relevant proposal to its shareholders, or if the other party modifies its recommendation in a manner adverse to the terminating party, recommends an Alternative Transaction or fails to substantially comply with its obligations relating to soliciting its shareholder vote or not soliciting alternative transactions.

The termination fee is payable by Sky to Huntington or Huntington to Sky, as applicable, in a situation that satisfies each of the following conditions:

(1) a party receives a bona fide Acquisition ~~Proposal which is not irrevocably withdrawn prior to the Unizan special stockholder meeting; and~~Proposal;

~~after such Acquisition Proposal~~(2) thereafter the merger agreement is ~~terminated: by either Huntington or Unizan~~terminated due to either (a) the occurrence of the drop dead date of December 31, 2007 following the failure ofto receive the ~~Unizan stockholders to~~ relevant party’s requisite shareholder

vote, ~~in favor of~~(b) the ~~merger; by Huntington due to Unizan’s~~ failure to ~~recommend~~receive the relevant party’s requisite shareholder vote, or (c) the relevant party’s willful material breach of its covenants under the merger agreement; and

(3) within 12 months following termination of the merger agreement, ~~to its stockholders, adverse modification~~the relevant party enters into or qualification of that recommendation, breach of its obligations to seek stockholder approval and not solicit competing transaction proposals, or recommendation or endorsement of a competing transaction proposal; or by Huntington due to a willful breach of the Agreement by Unizan that would cause the failure of the closing conditions relating to accuracy of representations, warranties, covenants and agreements (unless the breach is cured within the time period specified by the merger agreement); and

~~within 18 months after such termination, Unizan~~ completes an Alternative Transaction with respect to a majority of such party’s stock or enters into a letter of intent or binding agreement related to an Alternative Transaction, then Unizan must, on the date an Alternative Transaction is completed or any such letter is executed or agreement is entered into, pay Huntington a $20,000,000 termination fee.

Affiliates of ~~Unizan,~~Sky, as defined under Rule 145 under the Securities Act, generally may not sell their shares of Huntington common stock acquired in the merger, except pursuant to an effective registration statement under the Securities Act, in compliance with Rule 145 under the Securities Act or pursuant to another applicable exemption from the registration requirements of the Securities Act. ~~Affiliates include directors, executive officers, and beneficial owners of 10% or more of any class of capital stock.~~

Under the merger agreement, ~~Unizan~~Sky agrees to use reasonable best efforts to cause persons that are affiliates of ~~Unizan~~Sky to deliver letter agreements by which each affiliate agrees, among other things, not to offer to sell, transfer or otherwise dispose of any of the shares of Huntington common stock distributed to him, her or it pursuant to the merger, except in compliance with Rule 145 under the Securities Act, in a transaction that is otherwise exempt from the registration requirements of the Securities Act, or in an offering registered under the Securities Act. Huntington may place restrictive legends on Huntington stock certificates that are issued to persons who are deemed to be affiliates of ~~Unizan~~Sky under the Securities Act.

This document does not cover any resales of Huntington common stock received in the merger by any person who may be deemed an affiliate of ~~Unizan.~~

The merger agreement provides that, from and after completion of the merger, ~~Huntington~~Sky employees will ~~offer Unizan employees with coverage and participation under~~be entitled to participate in Huntington employee benefit plans that are ~~comparable, on an aggregate basis, to~~no less favorable than the plans generally in effect for ~~similarly-situated~~similarly situated employees of Huntington ~~and that for this purpose continued coverage under Unizan~~or will continue to participate in the Sky plans will satisfy this requirement. In addition, Unizan employees (other than those with individual agreements providing for severance or “change of control” benefits) will be eligible for participation in ~~Huntington’s severance plan as then in effect.~~

Huntington will ~~generally~~ provide ~~Unizan~~Sky employees with customary past service credit ~~for their service with Unizan~~ for purposes of eligibility, participation, vesting and levels of benefit accruals under the Huntington benefit plans (other than benefit accruals under Huntington’s defined benefit pension plans). Huntington will waive specified exclusions and limitations under its welfare benefit plans in which the ~~Unizan~~Sky employees are eligible to participate following the merger to the extent waived under the corresponding ~~Unizan~~Sky plan in which the applicable employee participated prior to the merger and will give ~~Unizan~~Sky employees credit, for the plan year in which they start participating in any such plan, toward applicable deductibles and annual out-of-pocket limits for expenses incurred before such participation.

Sky employees (other than those with individual agreements providing for severance or “change in control” benefits) who terminate employment with the surviving company within the twelve-month period after closing will be entitled to receive the greater of the severance pay and benefits provided under Huntington’s severance plan, in accordance with its terms in effect from time to time, and Sky’s severance plan (in accordance with its terms in effect immediately prior to closing). These severance benefits will be calculated on the basis of the employee’s service at the time of termination and the greater of the employee’s compensation at the time of termination or immediately prior to completion of the merger. These severance benefits will be provided in all cases under the terms and procedures of Huntington’s severance plan, except with regard to the benefit formula, as described above.

The merger agreement provides that from and after the effective date of the merger, Huntington will indemnify to the fullest extent currently provided under applicable law, Sky’s charter and bylaws and existing indemnification agreements, each of Sky’s directors or officers against all losses or costs in connection with any claim pertaining to (i) the fact that such person is or was a director or officer of Sky or its subsidiaries or (ii) the merger agreement and the transactions contemplated thereby.

The merger agreement further provides that Huntington will cause the officers and directors of Sky to be covered for a period of six years by Sky’s directors’ and officers’ insurance, or policies that are not less advantageous than Sky’s existing policy, with respect to acts or omissions occurring prior to the merger, provided that Huntington will not be required to pay annual premiums in excess of 250% of Sky’s current premiums.

The parties agreed to cooperate and use their best efforts to defend against and respond to any claim, action, suit, proceeding or investigation pertaining to (i) a director or officer of Sky or (ii) the merger agreement and the transactions contemplated thereby.

Additional information about Huntington and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” on page [ ].

The principal executive office of Huntington is located at 41 South High Street, Columbus, Ohio 43287.

Sky Financial Group, Inc. is a $17.7 billion diversified financial holding company. Sky’s asset size places it among the 40 largest publicly held bank holding companies in the nation. Committed to providing clients with personal attention and professional advice from over 330 financial centers and over 400 ATMs, Sky serves communities in Ohio, Pennsylvania, Indiana, Michigan and West Virginia. Sky’s financial service affiliates include: Sky Bank, commercial and retail banking; Sky Trust, asset management services; and Sky Insurance, retail and commercial insurance agency services. The company is located on the web atwww.skyfi.com.

Additional information about Sky and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” on page [ ].

The principal executive office of Sky is located at 221 South Church Street, Bowling Green, Ohio 43402.

The principal executive office of Penguin Acquisition, LLC is located at 41 South High Street, Columbus, Ohio 43287.

Huntington common stock and Sky common stock are listed on the Nasdaq Stock Market. The following table sets forth the high and low closing prices of shares of Huntington common stock and Sky common stock, as reported on the Nasdaq Stock Market, and the quarterly cash dividends declared per share for the periods indicated.

The following table shows the closing sale prices of Huntington common stock and Sky common stock as reported on the Nasdaq Stock Market on December 19, 2006, the last trading day before we announced the merger, and on [*], 2007, the last practicable trading day before the distribution of this document. This table also shows the implied value of the merger consideration proposed for each share of Sky common stock, which we calculated by multiplying the closing price of Huntington common stock on those dates by 1.098 and then adding $3.023 in cash, the exchange ratio.

The market price of Huntington common stock and Sky common stock will fluctuate prior to the merger. You should obtain current market quotations for the shares.

The following Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition combines the historical Consolidated Statement of Financial Condition of Huntington and its subsidiaries and the historical Consolidated Statement of Financial Condition of Sky and its subsidiaries, giving effect to the merger as if it had occurred on December 31, 2006, as an acquisition by Huntington of Sky using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.

The following Unaudited Pro Forma Condensed Combined Consolidated Statement of Income for the year ended December 31, 2006 combines the historical consolidated statements of income of Huntington and its subsidiaries and Sky and its subsidiaries, giving effect to the merger as if the merger had become effective at January 1, 2006 as an acquisition by Huntington of Sky using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements.

The Unaudited Pro Forma Condensed Combined Consolidated Financial Statements included herein are presented for informational purposes only. This information includes various estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined consolidated financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical financial statements and related notes thereto of Huntington and its subsidiaries and Sky and its subsidiaries, such information and notes thereto incorporated by reference herein.

The historical consolidated statements of income for the year ended December 31, 2006 of Huntington and its subsidiaries and Sky and its subsidiaries include a number of items that impacted the respective results for each company, including:

Huntington recorded an $84.5 million reduction to federal income tax provision. As a result of the resolution of a federal income tax audit for the tax years 2002 and 2003, Huntington released previously established tax reserves and recognized a federal tax loss carryback.

Huntington utilized the excess capital resulting from the reduction to the federal income tax provision to restructure certain under-performing components of its balance sheet. Management’s actions included the review of $2.1 billion of securities for potential sale, the refinancing of a portion of its FHLB funding, and the sale of certain residential mortgage loans. Huntington recorded $73.3 million of securities losses, $4.4 million of losses on the early extinguishment of debt (recorded in other non-interest expense) and $0.9 million of losses on the sale of mortgage loans (recorded in mortgage banking income).

Sky restructured its balance sheet to strengthen its capital ratios, maintain a sound interest rate risk position, and enhance the net interest margin following its acquisitions of Union Federal Bank and Perpetual Savings Bank by selling approximately $0.5 billion of securities and using the proceeds to pay down certain FHLB advances and other borrowings. This balance sheet restructuring resulted in $19.4 million of securities losses and $4.2 million of gains in other income.

We anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition

The merger will be accounted for as ~~a “purchase,” as that term is used under generally accepted accounting principles, for~~an acquisition by Huntington of Sky using the purchase method of accounting and, ~~financial reporting purposes. Under purchase accounting,~~accordingly, the assets and liabilities of ~~Unizan as of the effective time of the merger~~Sky will be recorded at their respective fair values on the date the merger is completed. The merger will be effected by the issuance of Huntington no par value common stock to Sky shareholders. Each share of Sky common stock will be exchanged for 1.098 shares of Huntington common stock plus cash consideration of $3.023. The shares of Huntington common stock issued to effect the merger will be recorded at $23.85 per share. This amount was determined by averaging the closing price of shares of Huntington common stock over a five-day period beginning two days before the date the merger was announced and ~~added~~ending two days after the date the merger was announced.

The pro forma financial information includes estimated adjustments to ~~those~~record assets and liabilities of ~~Huntington. Any excess~~Sky at their respective fair values, to reflect the issuance of shares to effect the merger, the payment of $354 million in cash consideration, and the payment of $15 million in acquisition costs. The pro forma adjustments included herein are subject to change as additional information becomes available and as additional analyses are performed. The impact to net cash, as a result of the acquisition, is as follows (in thousands):

The final allocation of the purchase price will be determined after the merger is completed and additional analyses are performed to determine the fair values of Sky’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Changes in the fair value of the net assets of Sky as of the date of the merger will change the amount of purchase price ~~over~~allocable to excess purchase price. The further refinement of direct acquisition costs will change the ~~fair values~~amount of excess purchase price (goodwill) recorded. In addition, changes in Sky’s shareholders’ equity, including net income, between January 1, 2007 and the date of the merger will also change the amount of excess purchase price recorded. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

The pro forma financial information for the merger is ~~recorded~~included only as ~~goodwill. Financial statements~~of and for the year ended December 31, 2006. The unaudited pro forma information is not necessarily indicative of the results of income or the combined financial position that would have resulted had the merger been completed at the beginning of the applicable period presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined company.

Certain reclassifications have been made to the balance sheet and income statement of Sky to conform with Huntington’s presentation.

The pro forma financial information reflects the issuance of 128,441,844 shares of Huntington ~~issued after~~common stock on December 31, 2006, and aggregate cash consideration of $354 million. The table below provides the calculation of the number of shares to be issued:

The pro forma financial information includes adjustments to shareholders’ equity for the elimination of Sky’s accumulated other comprehensive loss of $31.2 million, the retirement of Sky treasury stock of $47.3 million and the elimination of Sky’s retained earnings of $516.6 million. All of these amounts have been reclassified into common stock. In addition to these equity adjustments, $44.5 million was included in the purchase price for the estimated fair value of all unexercised Sky stock options assumed upon the merger. The $44.5 million is a preliminary estimate based on the intrinsic value of the options. The final estimate of fair value of the Sky stock options will be based on the Black-Scholes option model.

The following table provides a summary of pro forma adjustments to shareholders’ equity (dollars in thousands, except per share amount):

The purchase accounting adjustments included in the pro forma statement of financial condition include a reduction of $108 million to loans and increases to interest-bearing deposits and long-term borrowings of $7 million and $37 million, respectively. These adjustments are based on preliminary valuations performed as of December 31, 2006. The adjustments recorded for these assets and liabilities on the merger ~~would reflect these fair values~~date could vary significantly from the pro forma adjustments included herein depending on changes in interest rates and ~~would~~the components of the assets and liabilities. An analysis to determine the purchase accounting adjustment to Sky’s property and equipment has not yet been completed. Upon completion of this analysis, adjustments may be ~~restated retroactively~~recorded which will affect the purchase price allocation.

The purchase accounting adjustments include an intangible asset increase of $247 million. The adjustment includes the establishment of a core deposit intangible asset of $200 million, relationship intangibles of $100 million and a trust intangible of $20 million, less Sky’s recorded intangible assets of $73 million. The $200 million was calculated by applying a premium of 2.0% to Sky’s core deposits of $10.3 billion. The amortization of the intangible assets in the pro forma statement of income is assumed to be over a ten-year period using an accelerated method. An analysis to determine if other identifiable intangible assets exist has not yet been completed. Upon completion of this analysis, additional intangible assets may be recorded which will affect the purchase price allocation.

The pro forma statement of financial condition includes an estimated $185 million increase to accrued expenses and other liabilities to reflect the ~~historical financial position or results of operations of Unizan.~~amounts allocated to liabilities expected to be assumed in the

acquisition. The estimated liabilities assumed in the merger consist of personnel-related costs which include involuntary termination benefits for Sky’s employees severed in connection with the merger, costs to cancel contracts that will provide no future benefit to the combined company, occupancy costs related to lease cancellation penalties for space vacated in connection with the merger and investment banker and legal fees incurred in connection with the transaction. The $185 million pro forma adjustment is included in other liabilities and relates only to costs associated with Sky.

The pro forma financial statements also include a net reduction to deferred federal income tax liability of $87.4 million. This adjustment is made to eliminate the deferred tax impact of $25.7 million related to the write-off of Sky’s intangible assets in the merger, to establish a net deferred tax liability of $7.3 million, which is based on 35% of all purchase accounting adjustments to assets and liabilities, including newly recognized identifiable intangible assets (with the exception of excess purchase price) and to reclass Sky’s $69.0 million net deferred tax asset against Huntington’s net deferred tax liability.

In addition, the pro forma statement of financial condition includes the following items:

The issuance by Huntington of $350 million in new debt. The new debt is expected to qualify as regulatory capital.

~~FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER~~HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL GROUP, INC.

The following ~~section describes~~table provides the ~~anticipated U.S. federal~~calculation and allocation of the purchase price used in the pro forma financial statements (dollars in thousands):

The pro forma condensed combined consolidated statement of income for the year ended December 31, 2006 includes adjustments for the amortization of the estimated identifiable intangible assets, the estimated accretion of the unrealized loss on Sky’s securities, the estimated amortization or accretion of purchase accounting adjustments made to loans, interest-bearing deposits, long-term borrowings and the related tax ~~consequences~~effect of all the adjustments. The amortization or accretion of the purchase accounting adjustments made to securities, loans, interest-bearing deposits, and long-term borrowings was estimated based on the weighted average maturities, using a straight-line method of recognition. The actual amortization or accretion of the purchase accounting adjustments will use the interest method for recognition. An analysis to determine the purchase accounting adjustment to Sky’s premises and equipment has not yet been completed. The amortization of identifiable intangible assets was estimated using a 10-year, sum-of-the-years digits method. Using this method, amortization is expected to be $58.2 million in the first year, $52.4 million in the second year, $46.5 million in the third year, $40.7 million in the fourth year, $34.9 million in the fifth year, and $87.3 million thereafter. The adjustment for pro forma amortization expense includes the $58.2 million of new amortization expense less Sky’s historical amortization expense of $15.8 million.

The estimated restructuring and merger-related expenses discussed in Note 5 are not included in the pro forma statement of income since they will be recorded in the combined results of income as they are incurred after completion of the merger ~~to holders~~and are not indicative of ~~Unizan common stock. This discussion addresses only those Unizan stockholders that hold their Unizan stock as a capital asset within~~what the ~~meaning of Section 1221~~historical results of the ~~Internal Revenue Code, and does not address all~~combined company would have been had the ~~U.S. federal income tax consequences~~companies been actually combined during the periods presented.

Additionally, Huntington currently estimates that ~~may~~it will realize approximately $115 million in annual cost savings following the merger, which Huntington expects to be ~~relevant to particular Unizan stockholders~~phased in ~~light of their individual circumstances~~over a two-year period, but there is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or ~~to Unizan stockholders that are subject to special rules, such as:~~

~~financial institutions,~~

~~insurance companies,~~

~~tax-exempt organizations,~~

~~dealers in securities or currencies,~~

~~traders in securities that elect to use a mark-to-market method of accounting,~~

~~persons that hold Unizan stock as part of a straddle, hedge, constructive sale or conversion transaction,~~

~~persons who~~at all. These cost savings are not ~~citizens or residents of~~reflected in the ~~United States, and~~

~~stockholders who acquired their shares of Unizan stock through the exercise of an employee stock option or otherwise as compensation.~~

The ~~following~~impact of conforming Sky’s accounting policy to reflect the adoption of FASB Statement No. 156 has not been included in the pro forma financial results as the impact on the income statement is ~~based upon~~not material.

Huntington anticipates issuing approximately $350 million in new debt in connection with the ~~Internal Revenue Code, its legislative history, existing~~merger. This new debt is expected to qualify as bank regulatory capital and, ~~proposed regulations under the Internal Revenue Code and published rulings and decisions, all as currently~~therefore, we have assumed an interest rate of 6.75% for this new debt, resulting in ~~effect as~~an increase to interest expense of ~~the date of this proxy statement/prospectus, and all of which are subject~~$23.6 million. The actual rate applicable to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to income tax, are not addressed in this document. Determining the actual tax consequences of the merger to you may be complex. Theysuch debt will depend on ~~your specific situation and on factors~~the market conditions at the time that ~~are not within~~this debt is issued. It is anticipated that interest expense would be impacted by $0.4 million for each one-eighth of a percent that the ~~control of Huntington or Unizan. You should consult with your own tax advisor as to the tax consequences~~actual interest cost of the ~~merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.~~

~~Tax Consequences of the Merger Generally~~. Huntington and Unizan have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. It is a condition to Unizan’s obligation to complete the merger that Unizan receive an opinion of its counsel, Black, McCuskey, Souers & Arbaugh, dated the closing date of the merger, substantially to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. It is a condition to Huntington’s obligation to complete the merger that Huntington receive an opinion of its counsel, Wachtell, Lipton, Rosen & Katz, dated the closing date of the merger, substantially to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. In rendering these opinions, counsel may require and rely upon representations contained in certificates of officers of Unizan and Huntington. Neither of these tax opinions will be binding on the Internal Revenue Service. Neither Huntington nor Unizan intends to request any rulingdebt differs from ~~the Internal Revenue Service as to the U.S. federal income tax consequences of the merger.~~

Consequently, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of those set forth below. In addition, if any of the representations or assumptions upon which those opinions are based are inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected. The remainder of this discussion assumes that the merger will qualify as a reorganization within the meaning of the Internal Revenue Code. Accordingly, the following principal U.S. federal income tax consequences will apply:

no gain or loss will be recognized by Unizan stockholders who receive shares of Huntington stock in exchange for shares of Unizan stock, except with respect to cash received instead of fractional share interests in Huntington common stock;

the aggregate basis of the Huntington stock received in the merger will be the same as the aggregate basis of the Unizan stock for which it is exchanged, less any basis attributable to fractional share interests in Huntington common stock for which cash is received; and

~~the holding period of Huntington stock received in exchange for shares of Unizan stock will include the holding period of the Unizan stock for which it is exchanged.~~

~~Cash Received Instead of a Fractional Share of Huntington Common Stock~~6.75%. A Unizan stockholder who receives cash instead of a fractional share of Huntington common stock will be treated as having received the fractional share of Huntington common stock pursuant to the merger and then as having exchanged the fractional

share of Huntington common stock for cash in a redemption by Huntington. As a result, a Unizan stockholder generally will recognize gain or loss equal to the difference between the amount of cash received and the basis in his, her or its fractional share of Huntington common stock as set forth above. This gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for the shares is greater than one year. The deductibility of capital losses is subject to limitations.

~~Backup Withholding and Information Reporting~~. Payments of cash to a holder of Unizan common stock instead of a fractional share of Huntington common stock may, under certain circumstances, be subject to information reporting and backup withholding at a rate of 28% of the cash payable to the holder, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the holder’s U.S. federal income tax liability,~~provided that~~ ~~the required information is furnished to the Internal Revenue Service.~~NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

A description of Huntington’s capital stock immediately after the proposed transaction is set forth below. The following statements are brief summaries of, and are subject to the provisions of, Huntington’s charter and bylaws, and the relevant provisions of the Maryland General Corporation Law.

Huntington is authorized to issue 500 million shares of common stock, no par value per share, of which approximately [*] shares were outstanding on [*], 2004. Huntington common stock trades on the Nasdaq National Market under the symbol “HBAN.” As [*], 2004, [*] million shares were reserved for issuance in connection with various Huntington employee and director benefit plans and for other purposes. After taking into account the reserved shares of Huntington common stock, there were approximately [*] authorized shares of Huntington common stock available for issuance as of [*], 2004.

Holders of Huntington common stock are entitled to one vote per share. There are no cumulative voting rights. In general, a majority of votes cast on a matter is sufficient to take action upon routine matters.

~~In the event of Huntington’s liquidation, holders of Huntington common stock will be entitled to receive~~~~pro rata~~ ~~any assets legally available for distribution to Huntington stockholders, subject to any prior rights of any Huntington preferred stock then outstanding.~~

Huntington common stock does not have any preemptive rights, redemption privileges, sinking fund privileges, or conversion rights. All the outstanding shares of Huntington common stock are validly issued, fully paid, and nonassessable.

~~Computershare Investor Services is the transfer agent and registrar for Huntington common stock.~~

The ~~holders~~adjustments reflected in the pro forma condensed combined consolidated statement of ~~Huntington common stock~~income are ~~entitled to receive dividends or distributions, whether payable~~presented in ~~cash or otherwise, as~~ the ~~Huntington board of directors may declare out of funds legally available for these payments. Stock dividends, if any are declared, may be paid from Huntington authorized but unissued shares.~~table below (in thousands):

~~See “Comparison of Rights of Huntington Shareholders and Unizan Shareholders” starting on page 47.~~


	Increase/ (Decrease) to Income
Total accretion/amortization of fair value adjustments	$	48,746
Interest expense on new long-term borrowings		(23,625	)
Amortization of intangibles		(58,182	)
Eliminate amortization of Sky’s existing intangibles		15,803

Reduction in income before income taxes		(17,258	)
Income tax rate		x 35	%

Adjustment to provision for income taxes		(6,040	)

Reduction in net income	$	(11,218	)

~~Description of Preferred Stock and Shareholder Rights~~Note 5. Merger Costs

Huntington has authorized 6,617,808 shares of Serial Preferred Stock, no par value, of which 1,000,000 shares have been designated Series A Junior Participating Preferred Stock, no par value. There are no shares of Serial Preferred Stock or Series A Junior Participating Preferred Stock issued and outstanding. See Huntington’s Articles of Amendment and Restatement of Charter, as amended, and its Articles Supplementary for a description of the terms of the Serial Preferred Stock and the Series A Junior Participating Preferred Stock.

~~Huntington’s Series A Junior Participating Preferred Stock was authorized in~~In connection with the ~~adoption by~~merger, Huntington ~~of a rights agreement. Pursuant~~and Sky have begun to further develop their preliminary plans to consolidate the ~~rights agreement, each share~~operations of Huntington ~~common stock has~~and Sky. Over the next several months, the specific details of these plans will be refined. Huntington and Sky are currently in the process of assessing the two companies’ personnel, benefit plans, premises, equipment, computer systems and service contracts to determine where we may take advantage of redundancies or where it may be beneficial or necessary to convert to one system.

Certain decisions arising from these assessments may involve, among other things, involuntary termination of Sky’s employees, vacating Sky’s leased premises, terminating contracts between Sky and certain service providers and selling or otherwise disposing of certain premises, furniture and equipment owned by Sky. The costs associated ~~preferred share~~with such decisions will be recorded as purchase ~~right. Generally, if~~accounting adjustments, which have the effect of increasing the amount of the purchase price allocable to excess purchase price. It is expected that all such costs will be identified and recorded within one year of completion of the merger and all such actions required to effect these decisions would be taken within one year after finalization of these plans. It is anticipated that the total merger costs will approximate $185 million. The pro forma condensed combined consolidated statement of financial condition includes an increase in liabilities of $185 million to reflect all of the merger costs as liabilities assumed in the merger. See Note 3 for additional discussion.

In addition to decisions regarding Sky’s employees and activities, certain decisions may be made to, among other things, involuntarily terminate Huntington employees, vacate Huntington leased premises, cancel contracts and sell or otherwise dispose of certain premises, furniture and equipment owned by Huntington. These exit and disposal costs would be recorded in accordance with Financial Accounting Standards Board Statement No. 146,Accounting for Costs Associated with Exit or Disposal Activities, in the results of income of the combined company in the period incurred. Huntington also expects to incur merger-related expenses in the process of combining the operations of the two companies. These merger-related expenses include system conversion costs, employee retention arrangements and costs of incremental communications to customers and others. It is expected that the exit and disposal costs, along with the merger-related costs, will be incurred over a ~~person acquires or announces a tender offer to acquire 10% or more~~two-year period after completion of ~~Huntington’s outstanding common stock, each right~~the merger. We have not estimated these restructuring and merger-related expenses and have not included an estimate for these in the pro forma statement of income since these costs will ~~become exercisable~~be recorded in the combined results of income as they are incurred after completion of the merger and ~~entitle its holder to purchase 1/100 share~~are not indicative of ~~Series A Junior Participating Preferred Stock (the economic equivalent of one share~~what the historical results of Huntington ~~common stock) for $49.68. This exercise price is subject to adjustment for stock dividends~~would have been had Huntington and ~~splits. Once~~Sky actually been combined during the acquiring person acquires 10% or more of Huntington’s outstanding common stock, each right held by such acquiring person will become null and void and each right will entitle all other holders to purchase the number of Huntington Series A Preferred Shares having a value equal to twice the exercise price. In general, if Huntington is acquired in a merger or other business combination or a significant portion of its assets are sold or transferred, each holder will be entitled to purchase shares of the acquiring company that have a market value of twice the exercise price (or twice the book value, if the acquiring company’s shares are not publicly traded). These rights expire on August 16, 2005, unless earlier redeemed by Huntington. Huntington’s board of directors may redeem the rights for $.01 per right under certain circumstances.

A copy of the Huntington rights agreement has been filed with the SEC. See “Where You Can Find More Information” for information on where you can obtain a copy. A copy of the rights agreement also is available free of charge from Huntington. The above summary description of the rights does not purport to be complete and is qualified in its entirety by reference to the rights agreement.periods presented.

As a result of the merger, ~~Unizan~~Sky common shareholders will receive ~~1.1424~~1.098 shares of Huntington common ~~share~~stock and $3.023 in cash, without interest, in exchange for each outstanding share of ~~Unizan~~Sky common stock. The following is a summary of certain material differences between the rights of holders of ~~Unizan~~Sky common stock and the rights of holders of Huntington common stock. These differences arise in part from the differences between Maryland law governing ~~business~~ corporations, including the Maryland General Corporation Law, commonly referred to as the MGCL, and Ohio law governing ~~business~~ corporations, including the Ohio General Corporation Law, commonly referred to as the OGCL. Additional differences arise from the governing documents of the two companies. After completion of the merger, the rights of ~~Unizan~~Sky shareholders who become Huntington shareholders will be governed by Huntington’s ~~articles of restatement of~~ charter, Huntington’s bylaws, as amended, ~~Huntington’s by-laws,~~ and Maryland law. Unizan shareholders are urged to read the full text of Huntington’s charter and by-laws, which are set forth as exhibits to the registration statement of which this proxy statement/prospectus forms a part. The following ~~description~~comparison of the material provisions of Huntington’s charter and ~~by-laws~~bylaws and ~~Unizan’s~~Sky’s amended and restated ~~articles of incorporation~~charter and code of regulations is qualified in its entirety by reference to those ~~documents, which are incorporated by reference. The following discussion summarizes certain significant differences between Maryland and Ohio law and the parties’ governing~~ documents. See “Where You Can Find More Information” on page ~~64.~~[ ].


Huntington	~~Unizan~~Sky

Huntington’s charter provides that the number of directors is initially 12 and may be increased or decreased as set forth in its ~~by-laws,~~bylaws, but may not be fewer than three. Huntington’s ~~by-laws~~bylaws state that a majority of the entire board of directors may alter the size of the board, however Huntington may not have more than 25 directors nor ~~less~~fewer than three directors. Huntington’s board currently has 1211 directors.	After the merger, the board of directors of Huntington will consist of fifteen members comprised of (i) Mr. Thomas Hoaglin, the current chairman and chief executive officer of Huntington, plus nine current non-employee directors of Huntington designated by Huntington and (ii) Mr. Marty Adams, the current chairman and chief executive officer of Sky, plus four current non-employee directors of Sky designated by Sky. The above provisions will be contained in a bylaw provision that ~~date~~until December 31, 2009 can only be amended by ~~the~~an affirmative vote of at least 75% of the directors that constitute the entire Board of Directors of Huntington. A copy of the bylaw is attached to this document as Appendix E.	Under Sky’s code of regulations, the number of directors will not be less than 5 nor more than 35, the exact number of directors to be determined from time to time by a seventy (70) percent (%) majority vote of the directors then in office, ~~or by the affirmative vote of the holders of a majority of the shares present in person or by proxy at a meeting of shareholders called for the purpose of electing~~and such exact number is twenty eight (28) until otherwise determined. Sky’s board currently has 14 directors.

Classified Board of Directors:

The MGCL permits, but does not require, a Maryland corporation to provide for a classified board of directors in its ~~articles of incorporation~~charter or bylaws. Huntington’s charter and ~~by-laws~~bylaws provide for a classified board of directors, with each class to consist as nearly as possible of one-third of the total number of directors and with each class to hold office for a three-year term.	The OGCL permits, but does not require, an Ohio corporation to provide for a classified board of directors in its ~~articles of incorporation~~charter or code of regulations. ~~Unizan’s~~Sky’s code of regulations provides for a classified board of directors, with three classes of directors serving staggered terms. The term of office of the Class I directors designated pursuant to the Agreement of Merger and Plan of Reorganization dated September 5, 2000 between UNB Corp., BancFirst Ohio Corp., The United National Bank & Trust Company, and First National Bank of Zanesville, N.A. expired at the annual shareholder meeting in 2003, the term of office of the Class II directors will expire at the annual shareholder meeting in 2004 and the term of office of the Class III directors will expire at the annual shareholder meeting in 2005. At each annual election of directors commencing with the annual shareholder meeting in 2003, the successors to the directors of the class whose term expire in that year will serve three-year terms.

Election of the Board of Directors:

The MGCL provides that, unless the ~~articles of incorporation~~charter or bylaws of a corporation provide otherwise, the nominee receiving the greatest number of all the votes cast at a shareholder meeting at which a quorum is present will be elected director. Huntington’s ~~by-laws provides~~bylaws provide that a plurality of all votes cast at a meeting at which a quorum is present is sufficient to elect a director.	The OGCL provides that at all elections of directors, the candidates receiving the greatest votes will be elected. ~~Until December 31, 2005, for any position on~~Sky’s code of regulations does not change the Unizan board (not including the Chairman) occupied, or vacated, as the case may be, by a former director of BancFirst Ohio Corp., the nominating committee will consist of two former BancFirst directors and one director of the Unizan who was serving in office immediately prior to the consummation of the merger of BancFirst Ohio Corp. with and into the Corporation; for any position on the board occupied, or vacated, as the case may be, by a former UNB directors, the nominating committee shall consist of two former UNB directors and one Former BancFirst Director. For a nominee to be recommended for aOGCL default rule.


Huntington		~~Unizan~~Sky

		~~position on the board will require the affirmative vote of two-thirds of the Nominating Committee.~~ Former BancFirst directors on the Nominating Committee will be appointed at the recommendation of Gary N. Fields; former UNB directors on the Nominating Committee will be appointed at the recommendation of Roger L. Mann; provided that should either of them be otherwise unable to appoint such members, the former BancFirst directors will be appointed at the recommendation of the most senior (in service) Former BancFirst Director then on the Board of Directors and the former UNB directors will be appointed at the recommendation of the most senior (in service) former UNB directors then on the Board of Directors. After December 31, 2005, nominations for election to the board may be made by the board or by any shareholder of any outstanding class of capital stock of Unizan entitled to vote for election of directors. Nominations, other than those made by or on behalf of the existing management of Unizan, shall be made in writing and shall be delivered or mailed to the President and Chief Executive Officer of Unizan and to the Chairman, Federal Reserve Board, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nominations must be mailed or delivered to the President and Chief Executive Officer of the Corporation and to the Chairman, Federal Reserve Board, Washington, D.C., not later than the close of business on the seventh day following the day on which the notice of meeting was mailed.

Vacancies on the Board of Directors:

The MGCL provides that shareholders may elect a successor to fill a vacancy on the board of directors which results from the removal of a director. Unless the ~~articles of incorporation~~charter or bylaws provide otherwise, a majority of the remaining directors, whether or not sufficient to constitute a quorum, may ~~than~~ fill a vacancy on the board of directors which results from ~~removal for~~ any cause except an increase in the number of directors, which requires the vote of a majority of the entire board of directors. Corporations that have elected to be governed by certain provisions of the unsolicited takeover statute may provide that any vacancy may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum (Huntington has not made this election) and that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies (Huntington has made this election), notwithstanding any contrary provision in the charter or bylaws. Huntington’s ~~by-laws~~bylaws provide that a majority of the remaining directors (whether or not sufficient to constitute a quorum) may fill a vacancy which results from any cause other than an increase in the size of the board; a majority of the entire board may fill a vacancy created by an increase in the size of the board. Huntington’s bylaws also provide that Huntington’s shareholders may elect a successor to fill a vacancy on the board which results from the retirement or removal of a director. Huntington’s bylaws also provide that any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.		The OGCL provides that vacancies, including vacancies resulting from an increase in the number of directors, on an Ohio corporation’s board of directors may be filled by a majority of the remaining directors of the corporation, unless the governing documents of the corporation provide otherwise. If the remaining directors constitute less than a quorum of the board of directors, then the remaining directors may fill vacancies by a majority vote. ~~After December 31, 2005, Unizan’s~~Sky’s code of regulations provides that vacancies on the board created by resignation or an increase in the ~~board~~number of directors ~~may be~~are filled by a majority of the directors then in office,


~~Huntington~~		~~Unizan~~

~~constitute~~ but any vacancy as a ~~quorum) may fill a vacancy which results from any cause other than an increase in the size~~result of the board; a majority of the entire board may fill a vacancy created by an increase in the size of the board. Huntington’s by-laws also provide that Huntington’s stockholders may elect a successor to fill a vacancy on the board which results from the retirement or removal ~~of a director.~~		~~though less than a quorum,~~is filled by the ~~majority vote of the directors then in office. Any director elected to fill a vacancy is elected for the term remaining for the directors of the class to which he is elected.~~shareholders.

Removal of Directors:

The MGCL generally provides that, unless otherwise provided in the ~~articles of incorporation,~~charter, the shareholders of a corporation may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of directors, except if a corporation has cumulative voting for the election of directors and less than the entire board is to be removed, a director may not be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there is more than one class of directors, at an election of the class of directors of which he is a member. Unlessdirectors. However, unless otherwise provided in the ~~articles of incorporation~~charter of the corporation, if the directors have been divided into classes, a director may not be removed without cause. ~~Corporations~~		The OGCL provides that, ~~have elected to be governed~~unless the articles, the regulations adopted by the ~~unsolicited takeover statute are subject to special rules regarding~~shareholders, or the regulations adopted by the directors expressly provide that no director may be removed from office or that removal of directors ~~(Huntington has not made that election).~~requires a greater vote, all the directors, all the directors of a particular class, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be


Huntington		Sky
Huntington’s charter provides that a director may be removed by the affirmative vote of two-thirds of all the votes to be cast for the election of directors, but no director may be removed by the shareholders without cause.		~~The OGCL~~removed; except that in the case of a corporation whose directors are classified, the shareholders may effect that removal only for cause. Sky’s code of regulations provides that directors ~~of an Ohio corporation whose shareholders possess cumulative voting rights~~ may be removed with or without cause by the affirmative vote of ~~the holders of a majority~~not less than 70 percent of the ~~voting power entitling holders to elect directors in place~~whole Board of those to be removed without assigning any cause, except that, unless all of the directors or all of the directors of a particular class are removed, no individual director may be removed if the votes of a sufficient number of shares are cast against the director’s removal that, if cumulatively voted at an election of all of the directors, or all of the directors of a particular class, as the case may be, would be sufficient to elect at least one director, unless the governing documents of the corporation provide that no director may be removed from office or that removal of directors requires a greater vote than described above. Unizan’s code of regulations provides, subject to the OGCL, that Director may only be removed from the board of directors by the affirmative vote of the holders of 75% of the outstanding voting stock entitled to vote at a meeting for the election of directors.Directors.

PROVISIONS AFFECTING CONTROL SHARE ACQUISITIONS AND BUSINESS COMBINATIONS

~~Maryland law~~The MGCL prohibits a business combination between a corporation and any interested shareholder or any affiliate of an interested shareholder for five years following the most recent date upon which the shareholder became an interested ~~shareholder, unless the transaction is approved~~shareholder. These business combinations include a merger, consolidation, share exchange or, in ~~advance by the board~~certain circumstances, an asset transfer or issuance or reclassification of ~~directors or otherwise exempted by the statute.~~equity securities. Generally, an interested shareholder is anyone who beneficially owns 10% or more of the voting power of the corporation’s shares or any affiliate or associate of the corporation ~~and~~who, at any time within the ~~affiliates~~two-year period prior to the date in question, beneficially owned 10% or more of ~~such person.~~the voting power of the corporation’s then outstanding voting stock. A ~~merger of a corporation with~~person is not an interested shareholder under Maryland law if the board of directors approved in advance the transaction by which the interested shareholder otherwise would have become an interested shareholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board. After the five-year prohibition, any business combination between the Maryland corporation and an interested shareholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other ~~corporation~~than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder. These super-majority vote requirements do not apply if the corporation’s common		Chapter 1704 of the OGCL prohibits an “interested shareholder” from engaging in a wide range of business combinations, such as mergers and significant asset sales, with an “issuing public corporation” for three years after the date on which a shareholder becomes an interested shareholder (the “share acquisition date”), unless the directors of the corporation approved the transaction or the share purchase by the interested shareholder prior to the share acquisition date. If the transaction was not previously approved, the interested shareholder may effect such a transaction after the three-year period only if the transaction is approved by the affirmative vote of two-thirds of the voting power of the corporation and by the affirmative vote of the holders of at least a majority of the disinterested shares or if the offer meets certain fair price criteria. The above restrictions do not apply if an Ohio corporation, by action of its shareholders holding at least two-thirds of the voting power of the corporation, adopts an amendment to its charter specifying that Chapter 1704 of the OGCL will not be applicable to the corporation. Sky has not adopted this amendment. Under Section 1701.831 of the OGCL, unless the charter or code of regulations of an Ohio corporation otherwise provide, any control share acquisition of an issuing public corporation can only be made with the prior authorization of the shareholders of the corporation. Sky’s charter excludes the application of the provisions of Section 1701.831 of the OGCL to control share acquisitions.


Huntington		~~Unizan~~Sky
shareholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested shareholder for its shares. The Maryland business combination act permits various exceptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested shareholder becomes an interested shareholder.

(whether or not such corporation is an interested shareholder) which is, or after the merger would be, an affiliate of the interested shareholder that was an interested shareholder prior to the transaction is considered a “business combination” unless it does not alter the contract rights of the stock as expressly set forth in the articles of incorporation, or change or convert in whole or in part the outstanding shares of stock of the corporation. The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock as to which the acquiring person, officers of the corporation, and ~~directors~~employees of the corporation who are ~~employees~~also directors of the corporation are entitled to exercise or direct the exercise of the voting power of the shares in the election of directors. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock ~~previously acquired~~owned by ~~such person,~~the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the ~~acquirer~~acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of all voting power. Control shares do not include shares that the acquiring person is entitled to vote as a result of having previously obtained shareholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of control shares, subject to certain exceptions. A person who has made or proposes to make a “control share acquisition,” upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors to call a special meeting of shareholders to be held within 50 days of such demand to consider the voting rights of the shares. If voting rights are not approved at the meeting or if the ~~acquirer~~acquiror does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares, except those for

Huntington

Sky

which voting rights have previously been approved, for fair value determined, without regard to voting rights, as of the date of the last control share acquisition or of any special meeting of shareholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a shareholders’ meeting and the ~~acquirer~~

effect such a transaction after the three-year period only if the transaction is approved by the affirmative vote of two-thirds of the voting power of the corporation and by the affirmative vote of the holders of at least a majority of the disinterested shares or if the offer meets certain fair price criteria.

The above restrictions do not apply if an Ohio corporation, by action of its shareholders holding at least two-thirds of the voting power of the corporation, adopts an amendment to its articles of incorporation specifying that Chapter 1704 of the OGCL will not be applicable to the corporation. Unizan has not adopted this amendment.

Under Section 1701.831 of the OGCL, unless the articles of incorporation or code of regulations of an Ohio corporation otherwise provide, any control share acquisition of an issuing public corporation only can be made with the prior authorization of the shareholders of the corporation. Unizan’s articles of incorporation do not exclude the application of the provisions of Section 1701.831 of the OGCL to control share acquisitions.


~~Huntington~~		~~Unizan~~

acquiror becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid in the control share acquisition, and certain limitations and restrictions generally applicable to the exercise of appraisal rights do not apply in the context of a control share acquisition. The ~~“control~~Maryland control share ~~acquisition” statute~~acquisition act does not apply to shares acquired in a merger, consolidation, or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by the ~~articles of incorporation~~charter or the bylaws of the corporation by a provision adopted at any time before the acquisition of the shares. Huntington’s charter and bylaws do not contain a provision exempting Huntington from the Maryland control share acquisition act.

MERGERS, ACQUISITIONS, SHARE PURCHASES AND OTHER TRANSACTIONS

The MGCL requires approval of mergers ~~consolidations, share exchanges,~~ and ~~transfers by the shareholders of each corporation~~similar business combination transactions by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, unless a different number, not less than a majority, is specified in the ~~articles of incorporation. Under certain circumstances, a merger may become effective without the approval of the surviving corporation.~~charter. Huntington’s charter does not provide for approval of a merger by a vote of less than two-thirds of the outstanding shares entitled to vote.		The OGCL generally requires approval of mergers ~~dissolution, dispositions of all or substantially all of an Ohio corporation’s assets,~~ and majority share acquisitions and combinations involving issuance of shares representing one-sixth or more of the voting power of the corporation immediately after the consummation of the transaction (other than so-called “parent-subsidiary” mergers),similar business combination transactions by two-thirds of the voting power of the corporation, unless the ~~articles of incorporation~~charter of the corporation specify a different proportion (not less than a majority). ~~Unizan’s~~Sky’s articles provide that any merger or consolidation; sale, lease or exchange of assets; adoption of any plan or proposal for the liquidation or dissolution; reclassification of securities, or recapitalization; or similar business combination, in each case involving a “Related Person”, requires the affirmative vote of the holders of at least (1) 75% of the outstanding voting shares and (2) 66²/3~~% of the outstanding voting shares excluding the voting shares beneficially owned by the Related Person. Such affirmative vote is required notwithstanding the fact that no vote~~such transactions may be ~~required or that~~authorized by a ~~lesser percentage may be specified, by law or otherwise.~~ The foregoing paragraph is not applicable, if (1) either the business combination has been approved by two-thirds of the “Continuing Directors” or (2) the aggregate amount of the cash and the fair market value of consideration other than cash to be received per share by holders of any class of equity security in


~~Huntington~~		~~Unizan~~

		such business combination is at least equal to the highest per share price paid by the Related Person for any shares of the same class of equity security previously acquired by it, plus interest; and the consideration to be received by holders of a particular class of equity security is, except to the extent a shareholder agrees otherwise, in cash or in the same form as the Related Person has previously paid for shares of such class of equity security. “Related Person” means any person (1) who is the beneficial owner, directly or indirectly, of 10% or more of the outstanding voting shares; or (2) is an affiliate or associate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or moremajority of the voting power of the then outstanding voting shares; or (3) is an assignee of or has otherwise succeeded to any voting shares which were at any time within the two-year periods immediately prior to the date in question beneficially owned by any Related Person, if such assignment or succession has occurred in the course of a transaction or series of transactions not involving a public offering. ~~“Continuing Director” means a director who is unaffiliated with the Related Person and was a director before the Related Person became a Related Person.~~corporation.

NOTICE OF SHAREHOLDERS’ MEETINGS

The MGCL requires the secretary of a Maryland corporation to give written notice to each shareholder of record entitled to vote at the meeting, and each other shareholder entitled ~~by applicable law~~ to notice of the meeting. The notice must state the place ~~date~~ and time of the meeting and, if a special meeting, the purpose or purposes for which the meeting is to be held, not less than ten nor more than 90 days before each shareholder meeting. ~~Shareholder meetings may be held at any place, as provided in the bylaws.~~ ~~Huntington’s charter or bylaws do not alter this provision.~~		The OGCL requires an Ohio corporation to notify shareholders of the corporation of the time, place and purposes of shareholder meetings at least seven days but no more than 60 days prior to the date of the shareholders’ meeting, unless the ~~articles of incorporation~~charter or code of regulations of the corporation specify a longer period. Upon request of an individual entitled to call a special shareholders’ meeting, the corporation must

Huntington

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Shareholder meetings may be held at such place as provided in the bylaws.

Huntington’s charter or bylaws do not alter this provision. Huntington’s bylaws require shareholder meetings to be held in such place in the United States as set by the board of directors.

give shareholders’ notice of the ~~special~~annual meeting to be held no less than seven nor more than 60 days after the receipt of the request. If notice is not given within 15 days of receipt of the request (or shorter or longer period as the ~~articles of incorporation~~charter or code of regulations of the corporation specify), the individual calling the meeting may fix the time for the meeting and give notice to the other shareholders.

~~Unizan’s~~Sky’s code of regulations provides that notice of any annual or special shareholder meeting must be given not more than 6090 days but not less than 107 days before the meeting. ~~If any annual or special meeting~~


~~Huntington~~		~~Unizan~~

		~~is adjourned to another time or place after having been duly convened, no further notice of the adjourned meeting need be given other than an announcement made at which such adjournment is taken.~~

SUBMISSION OF SHAREHOLDER PROPOSALS

The MGCL provides that the corporation’s ~~articles of incorporation~~charter or bylaws may require any shareholder proposing a nominee for election as a director or any other matter for consideration at a meeting of the shareholders to provide advance notice of the nomination or proposal to the corporation of not more than 90 days before the date of the meeting, or, in the case of an annual meeting, 90 days before the first anniversary of the preceding year’s annual meeting or the mailing date of the notice of the preceding year’s annual ~~meeting. The articles of incorporation~~meeting or ~~bylaws may specify~~ another ~~time.~~time specified in the charter or bylaws. Huntington’s bylaws provide that to make a proposal for business to be brought before aan annual meeting, and to nominate a director for election to Huntington’s board at an annual meeting, a shareholder must give notice in writing to the secretary of the corporation not earlier than 90 calendar days nor later than 60 days before the first anniversary of the date on which the corporation first mailed its proxy statement to shareholders in connection with the prior year’s annual shareholder meeting. In the event that the number of directors to be elected to the board of directors is increased and there is no public announcement by the corporation naming the nominees or specifying the size of the increased board of directors at least 70 days prior to the first anniversary of the date on which Huntington first mailed notice of preceding year’s annual meeting to shareholders, a shareholder’s notice will also be considered timely (but only with respect to nominees for any new positions created by such increase) if it is delivered to the secretary of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.		No provision for the submission of shareholder proposals is made in the OGCL. Sky’s code of regulations provides that only business that may be conducted at any meeting of shareholders is that business which has been properly brought before the meeting. To be properly brought before a meeting of shareholders, business must be specified in the notice of meeting (or any supplement thereto) properly brought before the meeting. For business to be properly brought before a meeting of shareholders by a shareholder, the shareholder must have given timely notice in writing to the Secretary of the corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy-five (75) days notice or prior public disclosure of the date of the meeting is given or made to the shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the fifteenth (15th) day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class

Huntington

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If Huntington calls a special meeting of ~~stockholders~~shareholders for the purpose of electing directors nominated by Huntington, any ~~stockholder’s~~shareholder’s notice of a nomination is timely if the notice is delivered to the Secretary not earlier than the ~~120~~^th120th day prior to such ~~special~~annual meeting and not later than the close of business on the later of the 90^th90th day prior to such special meeting or the 10^th10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

~~No provision for the submission~~and number of ~~shareholder proposals is made in the OGCL.~~

~~Unizan’s code of regulations provides that nominations for election to the board may be made by any shareholder of any outstanding class of capital stock~~shares of the ~~Corporation entitled to vote for election~~corporation which are beneficially owned by such shareholder, and (iv) any material interest of directors. Nominations, must be delivered or to the President and Chief Executive Officer of Unizan and to the Chairman, Federal Reserve Board, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors. If less than 21 days’ notice of the meeting is given to shareholders, such ~~nominations must be delivered not later than the close of business on the seventh day following the day on which the notice of meeting was mailed.~~

~~Unizan’s articles and code of regulations are silent as to~~ shareholder ~~proposals not involving director nominations.~~


~~Huntington~~		~~Unizan~~ in such business.

SPECIAL MEETING OF SHAREHOLDERS

Under Maryland law, a special meeting may be called by the president, the board of directors, or any person designated in the ~~articles of incorporation~~charter or bylaws. Special meetings of the shareholders ~~may also~~must be called by the secretary of the corporation upon the written request of shareholders entitled to cast at least 25% of all the votes entitled to be cast at the meeting. However, unless requested by shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting, the secretary is not required to call a special meeting if the matter to be considered at the meeting is substantially the same as a matter considered at a special meeting during the preceding 12 months. The ~~articles of incorporation~~charter or bylaws may increase or decrease the percentage of votes shareholders must possess to request a special meeting, provided that the percentage may not be greater than a majority of the votes entitled to be cast at the meeting. Corporations that have elected to be governed by the may unsolicited takeover statute are subject to special rules regarding special meetings of the shareholders (Huntington has not made that election). Huntington’s bylaws state that the ~~Chairman~~chairman of the board, the ~~President,~~president, a majority of the board by vote ~~with or without~~at a meeting or in writing, or the Secretary aton the written request of shareholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting may call a special shareholder meeting. At a special meeting of ~~stockholders~~shareholders only such business as set forth in the notice may be conducted.		The OGCL provides that holders of at least 25% of the outstanding shares of an Ohio corporation (unless the code of regulations of the corporation specifies another percentage, which may in no case be greater than 50%), the directors of the corporation by action at a meeting or a majority of the directors acting without a meeting, the chairman of the board of the corporation, and the president of the corporation (or, in case of the president’s death or disability, the vice president of the corporation authorized to exercise the authority of the president) have the authority to call special meetings of shareholders. ~~Unizan’s~~Sky’s code of regulations expressly provides that special meetings of ~~Unizan~~Sky shareholders may be called by the ~~Chairman~~chairman of the ~~Board,~~board, the ~~Secretary,~~chief executive officer, the president or the board of directors by action ~~with or~~at a meeting, a majority of directors acting without a meeting, ~~and must be called~~or by ~~the Secretary at the request of~~ the holders of 50% of all shares outstanding and entitled to vote at the meeting.

SHAREHOLDER ACTION WITHOUT A MEETING

Under Maryland law, common shareholders may act without a meeting if a unanimous written or electronic consent which describes the action is ~~signed~~given by all the shareholders entitled to vote on the matter and is filed with the records of shareholders meetings. If authorized by the ~~shareholders meeting. Unless the articles of incorporation provide otherwise,~~charter, the holders of any other class of stock that is entitled to vote in the election of directors may act by the written consent of the holders of the shares necessary to approve the action if the corporation gives notice of the action to all shareholders within 10 days after the effective date of the action. ~~Huntington’s charter and by-laws do not address shareholder action without a meeting.~~common		The OGCL provides that any action that may be taken by shareholders of an Ohio corporation at a meeting of shareholders may be taken without a meeting with the unanimous written consent of all shareholders entitled to vote at the meeting. ~~Unizan’s code of regulations does not alter this provision.~~


Huntington		~~Unizan~~Sky
stock may act by the written or electronic consent of the holders of the shares necessary to approve the action at a meeting. Huntington’s charter and bylaws do not address shareholder action without a meeting and, therefore, unanimous consent is required for shareholder action without a meeting.		Sky’s code of regulations does not alter this provision.

CUMULATIVE VOTING

The MGCL provides that the ~~articles of incorporation~~charter may include a provision for cumulative voting in the election of directors and the terms on which cumulative voting rights may be exercised. Huntington’s charter does not provide for cumulative voting rights.		The OGCL provides that each shareholder of an Ohio corporation has the right to vote cumulatively in the election of directors if certain notice requirements are satisfied, unless the ~~articles of incorporation~~charter of a corporation ~~are~~is amended to eliminate cumulative voting for directors following their initial filing with the Ohio Secretary of State. ~~Unizan’s articles of incorporation have not~~Sky’s charter has been amended to eliminate the rights of shareholders to vote cumulatively in the election of directors.

VOTING RIGHTS

Under the MGCL, unless the ~~articles of incorporation provide~~charter provides otherwise, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders. However, a share is not entitled to be voted if any installment payment on it is overdue and unpaid. Huntington’s charter provides that each share of its common stock is entitled to one vote per share.		Under the OGCL, except to the extent that the express terms of the shares of any class of an Ohio corporation provide otherwise, each outstanding share, regardless of class, entitles the shareholder to one vote on each matter properly submitted to shareholders of the corporation for their vote. ~~Unizan’s articles~~Sky’s charter explicitly provides that the shareholders are entitled to one vote for each share of ~~incorporation do not provide otherwise.~~stock upon all matters presented to the shareholders.

DIVIDENDS

AIf authorized by its board of directors, a Maryland corporation generally may make distributions to its shareholders unless, after giving effect to the distribution, the corporation would not be able to pay its debts as they come due in the ordinary course of business or the corporation’s total assets would be less than its total liabilities, plus, unless the ~~articles of incorporation permit~~charter permits otherwise (which the Huntington ~~articles of incorporation do~~charter does not) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose preferential rights on dissolution are superior to those receiving the distribution.		The OGCL provides that dividends may be paid in cash, property or shares of an Ohio corporation’s capital stock. The OGCL provides that an Ohio corporation may pay dividends out of surplus in certain circumstances and notify the shareholders of the corporation if a dividend is paid out capital surplus.


Huntington		Sky

RIGHTS OF DISSENTING SHAREHOLDERS

Under Maryland law, shareholders have the right to demand and to receive payment of the fair value of their stock in the event of (1) a merger or consolidation, (2) a share exchange, (3) a transfer of assets in a manner requiring shareholder approval, (4) an amendment to the ~~articles of incorporation~~charter altering contract rights of outstanding stock, as expressly set forth in the ~~articles of incorporation,~~charter, and substantially adversely affecting the shareholders’ rights (unless the		Under the OGCL, dissenting shareholders are entitled to appraisal rights in connection with the lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of an Ohio corporation and in connection with certain amendments to the corporation’s articles of incorporation. Shareholders of an Ohio corporation being merged into or consolidated with another corporation also are entitled to appraisal rights. In


~~Huntington~~		~~Unizan~~

right to do so is reserved in the ~~articles of incorporation)~~charter), or (5) certain business combinations with interested shareholders which are subject to or exempted from the Maryland business combination statute (as discussed above) ~~and in connection with the approval of voting rights of certain shareholders under the Maryland control share acquisition statute.~~. Except with respect to certain business combinations, ~~and in connection with appraisal and dissenters’ rights existing as a result of the Maryland control share statute,~~ the right to demand and receive payment of fair value does not apply (a) to ~~(a)~~ stock listed on a national securities exchange or a national market system security designated on an interdealer quotation system by the National Association of Securities Dealers, Inc., or designated for trading on the ~~NASDAQ~~Nasdaq Small Cap Market, (b) to stock of the successor in a merger (unless the merger alters the contract rights of the stock and the charter does not reserve the right to do so, or converts the stock in whole or in part into something other than stock of the successor, cash or other interests), (c) to stock that is not entitled to be voted on the transaction or that the shareholder did not own ~~the shares of stock~~ on the record date for determining shareholders entitled to vote on the transaction, (d) if the ~~articles of incorporation provide~~charter provides that the holders of the stock are not entitled to exercise the rights of an objecting shareholder, or (e) if stock is that of an open-end investment company registered with the SEC under the Investment Company Act of 1940 and the stock is valued in the transaction at its net asset value. Except in the case of appraisal and dissenters’ rights existing as a result of the Maryland control share acquisition ~~statute,~~act, these rights are available only when the shareholder files with the corporation a timely, written objection to the transaction, and does not vote in favor of the transaction. In addition, the shareholder must make a demand on the successor corporation for payment of the stock within 20 days of the acceptance of articles by the Maryland State Department of Assessments and Taxation.		Under the OGCL, dissenting shareholders are entitled to appraisal rights in connection with the lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of an Ohio corporation and in connection with certain amendments to the corporation’s charter. Shareholders of an Ohio corporation being merged into or consolidated with another corporation also are entitled to appraisal rights. In addition shareholders of an acquiring corporation are entitled to appraisal rights in any merger, combination or majority share acquisition in which those shareholders are entitled to voting rights. The OGCL provides shareholders of an acquiring corporation with voting rights if the acquisition (a majority share acquisition) involves the transfer of shares of the acquiring corporation entitling the recipients of those shares to exercise one-sixth or more of the voting power of the acquiring corporation immediately after the consummation of the transaction. The OGCL provides that a shareholder of an Ohio corporation must deliver a written demand to the corporation not later than 10 days after the taking of the vote on the matter giving rise to appraisal rights. See “The Merger—Appraisal Rights of Dissenting ~~Stockholders”~~Shareholders” starting on page ~~31.~~[ ].

SHAREHOLDER PREEMPTIVE RIGHTS

~~The~~In corporations formed prior to 1995, including Huntington, the MGCL ~~provides~~provided that, unless the ~~articles of incorporation~~charter expressly ~~grant~~denied such rights to the shareholder, a shareholder ~~does not have any~~had preemptive right to subscribe to any		The OGCL provides that the shareholders of an Ohio corporation do not have a preemptive right to acquire the corporation’s unissued shares, except to the extent the charter of the corporation permits.

Huntington

Sky

additional issue of stock or any security convertible into an additional issue of stock.

Huntington’s charter expressly provides that shareholders do not have any preemptive rights.

~~The OGCL~~Sky’s charter expressly provides that ~~the~~ shareholders ~~of an Ohio corporation~~ do not have ~~a preemptive right to acquire the corporation’s unissued shares, except to the extent the articles of incorporation of the corporation permit.~~

~~Unizan’s articles of incorporation expressly eliminate~~any preemptive rights.


~~Huntington~~		~~Unizan~~

INSPECTION OF SHAREHOLDER LISTS

Under the MGCL, shareholders of a Maryland corporation may inspect and copy during usual business hours the bylaws, minutes of the proceedings of the shareholders, annual statements of affairs, and voting trust agreements on file at the corporation’s principal office. If a shareholder makes a written request, the shareholder may obtain a statement showing all stock and securities issued by the corporation within the previous 12 months. In addition, ~~a person~~one or more persons who ~~owns~~together for at least six months have been shareholders of record of at least 5% of the outstanding stock of any class of the corporation may inspect and copy the corporation’s books of account and stock ledger during usual business hours, and may make a written request for a statement of the corporation’s affairs.		Under the OGCL, shareholders of an Ohio corporation have the right, upon written demand stating the purpose, to examine, at any reasonable time and for any reasonable and proper purpose, the ~~articles of incorporation~~charter of the corporation, the corporation’s books and records of account, the corporation’s minutes, the corporation’s records of shareholders, and the corporation’s voting trust agreements, if any, on file with the corporation, and to make copies of these items. The OGCL requires that, upon the request of a shareholder of an Ohio corporation at any meeting of shareholders, the corporation must produce at the meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date that are entitled to vote.

LIABILITY OF DIRECTORS AND OFFICERS

Under the MGCL, the ~~articles of incorporation~~charter of a Maryland corporation may include any provision expanding or limiting the liability of its directors and officers to the corporation or its shareholders for money damages, but may not include any provision that restricts or limits the liability of the directors or officers of the corporation or its shareholders to the extent that the person actually received an improper benefit or profits ~~(in~~in money, property, or ~~services),~~services, or to the extent that a judgment or other final adjudication is entered against the person based upon a finding that the person’s action, or failure to act ~~that~~ was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Huntington’s charter provides that no director or officer of the corporation will be personally liable to the corporation or its shareholders for money damages, to the extent permitted by Maryland law. No amendment of the charter will limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.		The OGCL contains no provision limiting the liability of officers, employees or agents of an Ohio corporation. However, under the OGCL, a director of an Ohio corporation is not liable for monetary damages unless it is proved by clear and convincing evidence that the director’s action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation.

Huntington’s charter provides that no director or officer of the corporation will be personally liable to the corporation or its shareholders for money damages, to the extent permitted by Maryland law. No amendment of the charter will limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.


Huntington		~~Unizan~~Sky

DUTIES OF DIRECTORS

The MGCL requires a director of a Maryland corporation to perform his or her duties as a director (including his or her duties as a member of a committee of the board on which he or she serves): • in good faith; • in a manner he or she reasonably believes to be in the best interests of the corporation; and • with the care that an ordinarily prudent person in a like position would use under similar circumstances. The MGCL provides that a person who performs his or her duties in accordance with the above standard has no liability by reason of being or having been a director of a corporation. An The MGCL provides that the duties of directors will not require them to accept, recommend or respond to any proposal by a person seeking to acquire control, make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, as described above, elect to be subject to any or all of the “elective provisions” of the unsolicited takeover provisions of the MGCL, or act or fail to act solely because of (i) the effect the act or failure to act may have on an acquisition or potential acquisition of control or (ii) the amount or type of consideration that may be offered or paid to shareholders in an acquisition. The MGCL also establishes a presumption that the act of a director satisfies the required standard of conduct. In addition, an act of a director relating to or affecting an acquisition or a potential acquisition of control is ~~presumed~~not subject under the MGCL to ~~satisfy the standard.~~a higher duty or greater scrutiny than is applied to any other act of a director.		The OGCL requires a director of an Ohio corporation to perform his or her duties as a director: • in good faith; • with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and • in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation. The OGCL provides that a director will not be found to have violated his or her duties as a director, unless it is proved by clear and convincing evidence that the director has not acted in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. This standard applies in any action brought against a director, including actions involving or affecting a change or potential change in control, a termination or potential termination of the director’s service as a director, or the director’s service in any other position or relationship with the corporation.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

InUnder Maryland law, reasonable expenses may be advanced to a present or former director, or to an officer, employee, or agent who is not a director to the same extent that they may be advanced to a director unless limited by the ~~articles of incorporation.~~charter. Advances to directors, officers, employees, and agents prior to the final		The OGCL provides that an Ohio corporation may indemnify directors, officers, employees and agents of a corporation within prescribed limits, and must indemnify them under certain circumstances. The OGCL does not authorize payment by a corporation of judgments against a director, officer,

Huntington

Sky

adjudication of a proceeding may be generally authorized in the corporation’s ~~articles of incorporation~~charter or bylaws, by action of the board of directors, or by contract. The director, officer, employee, or agent must give to the corporation a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification by the corporation has been met, and a written undertaking providing that if it is ultimately determined that the standard of conduct has not been met, said director, officer, employee, or agent will repay the amount advanced.

Under Maryland law, unless limited by the ~~articles of incorporation,~~charter, indemnification is mandatory if a present or former director or an officer has been successful on the merits or otherwise in the defense of any proceeding

The OGCL provides that an Ohio corporation may indemnify directors, officers, employees and agents of a corporation within prescribed limits, and must indemnify them under certain circumstances. The OGCL does not authorize payment by a corporation of judgments against a director, officer, employee or agent of a corporation after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is required, however, to the extent the individual succeeds on the merits. In all other cases, if it is determined that a director, officer, employee or agent of the corporation acted in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful, indemnification is discretionary, except as otherwise provided by a corporation’s articles of incorporation, or code of regulations, or by contract, and except with respect to the advancement of expenses to directors (as discussed in the next


~~Huntington~~		~~Unizan~~

arising from his or her service as a director or officer unless such indemnification is not otherwise permitted as described in the following sentence. ~~Indemnification is permissive~~Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against reasonable judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services, or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe his or her act or omission was unlawful. In addition to the foregoing, a court of appropriate jurisdiction may, under certain circumstances, order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer has met the standards of conduct set forth in the preceding sentence or has been adjudged liable on the basis that a personal benefit was improperly received in a proceeding charging improper personal benefit to the director or the officer. If the proceeding was an action by or in the right of the corporation or involved a determination that the director or officer received an improper personal benefit, however, no indemnification may be made if the individual is adjudged liable to the corporation, except to the extent of expenses approved by a court of appropriate jurisdiction. Maryland law also provides that, where indemnification is permissible, it must be authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of care described above. Such determination must be made (1) by a majority vote of a quorum of the board of directors consisting of directors who are not parties to the proceeding (or if such a quorum cannot be obtained, the determination may be made by a majority vote of a committee of the board which consists solely of two or more directors who are not parties to the proceeding and who were designated to act by a majority of the full board of directors), (2) by special legal counsel selected by the board of directors or by a committee of the board of directors by vote as set forth in the preceding sentence (or if the requisite quorum of the board of directors cannot be obtained and the committee cannot be established, a majority of the full board of directors, including directors who are parties, may select the special counsel), or (3) by a vote		employee or agent of a corporation after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is required, however, to the extent the individual succeeds on the merits. In all other cases, if it is determined that a director, officer, employee or agent of the corporation acted in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful, indemnification is discretionary, except as otherwise provided by a corporation’s charter, or code of regulations, or by contract, and except with respect to the advancement of expenses to directors (as discussed in the next paragraph). In the case of an action by or on behalf of a corporation, indemnification may not be made (1) if the person seeking indemnification is adjudged liable for negligence or misconduct, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification, or (2) if the liability asserted against such person concerns certain unlawful distributions. The statutory right to indemnification is not exclusive, and Ohio corporations may, among other things, purchase insurance to indemnify these individuals. The OGCL provides that a director (but not an officer, employee or agent) of an Ohio corporation is entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proven by clear and convincing evidence that the director’s act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests. ~~Unizan’s articles provide~~Sky’s code of regulations provides that ~~Unizan~~the corporation will indemnify any ~~person who is~~director or ~~is threatened to be made a party action~~officer and any former director or officer against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was asuch director, officer or ~~officer of the Unizan, or is or was serving at the request of Unizan as a director,~~ trustee ~~officer, employee, or agent of another corporation or other enterprise against all expenses reasonably incurred by him~~ in connection with ~~the defense~~any threatened, pending or ~~settlement of such~~completed action, ~~if he acted in good faith and in a manner he reasonably believed to be in~~suit or ~~not opposed~~proceeding, whether civil, criminal, administrative or investigative to the best interests of Unizan, except that no indemnification is made in respect of any claim as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to Unizan unless the court in which such action was brought determines in view of all the circumstances, such person is fairly and reasonably entitled to indemnity.full extent permitted by applicable law.


Huntington		~~Unizan~~Sky
Maryland law also provides that, where indemnification is permissible, it must be authorized for a specific proceeding after a determination has been made that indemnification of the director or officer is permissible in the circumstances because the director or officer has met the standard of care described above. Such determination must be made (1) by a majority vote of a quorum of the board of directors consisting of directors who are not parties to the proceeding (or if such a quorum cannot be obtained, the determination may be made by a majority vote of a committee of the board which consists solely of one or more directors who are not parties to the proceeding and who were designated to act by a majority of the full board of directors), (2) by special legal counsel selected by the board of directors or by a committee of the board of directors by vote as set forth in the preceding sentence (or if the requisite quorum of the board of directors cannot be obtained and the committee cannot be established, a majority of the full board of directors, including directors who are parties, may select the special counsel), or (3) by a vote of the shareholders other than those shareholders who are directors or officers and a party to the proceedings. In addition, Maryland law provides that a corporation may not indemnify a director or officer or advance expenses for a proceeding brought by that director or officer against the corporation, except for a proceeding brought to enforce indemnification, or unless the ~~articles of incorporation,~~charter, bylaws, resolution of the board of directors, or an agreement approved by the board of directors expressly provides otherwise. Huntington’s charter provides that the corporation will indemnify its directors to the full extent permitted by law; its officers to the same extent it indemnifies its directors; and any officers who are not directors to the further extent as determined by the board of directors and consistent with the law.		The indemnification provided by Sky’s code of regulations does not restrict the power of the Sky to indemnify employees, agents and others to the extent not prohibited by law, to purchase and maintain insurance and to enter into indemnification agreements with such persons indemnifying them against any and all liabilities asserted against or incurred by them in such capacities.

AMENDMENT OF ~~ARTICLES OF INCORPORATION~~CHARTER

Under Maryland law, a corporation’s ~~articles of incorporation~~charter may be amended by the affirmative vote of two-thirds of all the votes of shareholders entitled to be cast on the matter, or, in cases in which class voting is required, of shareholders of the corporation holding two-thirds of the voting power of that class, unless a ~~different number,~~lesser percentage, not less than a majority, is specified in the ~~articles of incorporation.~~ charter. Huntington’s charter ~~provides that the corporation reserves the right to make any amendments to its charter.~~does not provide for a lesser percentage.		To adopt an amendment to an Ohio corporation’s ~~articles of incorporation,~~charter, the OGCL requires the affirmative vote of shareholders of the corporation holding two-thirds of the voting power of the corporation or, in cases in which class voting is required, of shareholders of the corporation holding two-thirds of the voting power of that class, unless otherwise specified in the corporation’s ~~articles of incorporation.~~charter.

Huntington

Sky

Huntington’s charter provides that the corporation reserves the right to make any amendments to its charter.

The OGCL also provides that any amendment to the ~~articles of incorporation~~charter of the corporation whose directors are classified that would change or eliminate classification of directors may be adopted by the shareholders only at a meeting expressly held for that purpose, by the vote described above and by the affirmative vote of at least a majority of disinterested shares voted on the proposal.

~~Unizan’s~~Sky’s articles ~~of incorporation require~~provide that, ~~at least 75%~~notwithstanding any provision of the ~~outstanding shares must approve an amendment~~Ohio Revised Code requiring for any purpose the vote, consent, waiver or release by two-thirds of the ~~provisions dealing with (1) indemnification~~voting power of ~~officers and directors, (2)~~ the ~~supermajority approval in the event of a business combination or similar transaction and (3)~~corporation, any amendments to the ~~articles.~~charter may be authorized by a majority of the voting power of the corporation.


~~Huntington~~		~~Unizan~~

AMENDMENT AND REPEAL OF CODE OF REGULATIONS AND BYLAWS

The MGCL provides that the power to alter and repeal the bylaws is vested with the shareholders except to the extent the ~~articles of incorporation~~charter or the bylaws vest such power with the corporation’s board of directors. Huntington’s charter provides that Huntington’s bylaws may be adopted, amended or repealed by the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of voting ~~stock.~~stock and by the board of directors as provided in the bylaws, which provide that the board has the power to alter, repeal or make new bylaws. After the merger, Huntington’s bylaws will be amended as described in “The Merger—Board of Directors and Management of Huntington following Completion of the Merger.” The described provisions will be contained in a bylaw provision that until December 31, 2009 can only be amended by an affirmative vote of at least 75% of the directors that constitute the entire Board of Directors of Huntington.		The OGCL provides that only shareholders of an Ohio corporation have the power to amend and repeal a corporation’s code of regulations. The OGCL also provides that any amendment to the code of regulations of a corporation whose directors are classified that would change or eliminate the classification of directors may be adopted by the shareholders only at a meeting expressly held for that purpose, by the vote described above and by the affirmative vote of at least a majority of disinterested shares voted on the proposal. ~~Unizan’s~~Sky’s charter and code of regulations ~~provides~~both require that ~~the code may be amended or repealed~~ at ~~any meeting of shareholders called for that purpose by the affirmative vote~~least 75% of the ~~holders~~outstanding shares must approve an amendment of ~~a majority of the voting power, provided, however, that prior to December 31, 2005, no proposed amendment that would be inconsistent or conflict with specified governance provisions, or~~ the provisions dealing with ~~code amendments~~(1) the number of directors, (2) classification, election and term of office of directors and (3) removal of directors.

SHAREHOLDER RIGHTS PLANS

Section 2-201 of the MGCL permits the use of shareholder rights plans by Maryland corporations. Huntington does not currently have a shareholder rights plan in force.		Section 1701.16 of the Ohio Revised Code endorses the use of shareholder rights plans for in-state companies. Sky currently has a shareholder rights plan in force that will expire on July 20, 2008. Sky’s rights plan entitles the registered holder to a “right” to purchase from Sky a unit consisting of


Huntington		Sky
		one one-hundredth of a share of Series A Participating Preferred Stock, at a purchase price of $150 in cash per unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 21, 1998, between Sky (formerly known as Citizens Bancshares, Inc.) and Sky Bank (formerly known as The Citizens Banking Company), as rights agent.

		Under the agreement, if any person becomes the beneficial owner of 10% or more of the then outstanding shares of common stock (unless such acquisition is ~~effective unless~~made pursuant to a tender or exchange offer for all outstanding shares of Sky, upon terms and conditions determined by at least two-thirds (2/3) of the board of directors of Sky to be in the best interests of Sky and its shareholders, each holder of a right will thereafter have the right to receive, upon exercise, common stock having a value equal to two times the exercise price of the right. The exercise price is the purchase price times the number of shares of common stock associated with each right. In the event that such ~~amendment has been approved~~10% holder controls the board of directors of Sky and (i) Sky is acquired in a merger or business combination transaction in which it is not the surviving corporation; (ii) Sky is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of common stock are changed or exchanged for stock or other securities of any other person or cash or any other property; or (iii) more than 50% of the combined assets or earning power is sold or transferred, each holder of a right shall thereafter have the right to receive, upon exercise thereof, common stock of the acquiring company having a value equal to two times the exercise price of the right. On December 20, 2006, Sky amended its rights agreement to exempt the merger and the other transactions contemplated by the ~~affirmative vote of (1) three-fourths~~merger agreement from the effect of the ~~directors then in office and (2) the holders of a majority of the voting power of Unizan.~~rights agreement.

~~COMPARATIVE MARKET PRICES AND DIVIDENDS~~OTHER MATTERS TO BE CONSIDERED AT HUNTINGTON’S ANNUAL MEETING

The Huntington board of directors currently consists of eleven members, divided into three classes (two classes of four members each and one class of three members), with terms of office that expire at successive annual meetings. The terms of the three Class II Directors expire at the annual meeting.

Karen A. Holbrook, who currently serves as a Class II Director, does not wish to stand for re-election after the annual meeting due to her forthcoming retirement from her position as President of The Ohio State University. Ms. Holbrook has served as a director since 2004 and her guidance and wisdom will be missed.

Upon consultation with the Nominating and Corporate Governance Committee, the board of directors has set the number of directors at ten, effective as of the annual meeting, and proposes the election of three Class II Directors. David P. Lauer and Kathleen H. Ransier currently serve as Class II Directors of Huntington and are being nominated for re-election at the annual meeting. In addition, the board of directors nominates Thomas E. Hoaglin, chairman, president and chief executive officer, for election as a Class II Director. Mr. Hoaglin currently serves as a Class I Director but is being nominated for election as a Class II Director in order to divide the number of directors more evenly among the three classes. The nominees for Class II Directors, if elected, will each serve a three-year term expiring at the 2010 Annual Meeting of Shareholders and until their successors are elected. Mr. Hogalin’s status as a Class I Director will cease if he is elected as a Class II Director.

It is intended that, unless otherwise directed, the shares represented by a properly submitted proxy will be votedFOR the election of Messrs. Hoaglin and Lauer and Ms. Ransier as Class II Directors. Huntington has no reason to believe that any nominee will be unable or unwilling to serve as a director if elected. However, in the event that any of these nominees should become unavailable, the number of directors may be decreased pursuant to the Bylaws or the board of directors may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.

The Huntington board of directors recommends a voteFOR the election of each of the nominees for director.

If the merger with Sky occurs as provided in the merger agreement, at the closing of the merger the Huntington board of directors will consist of fifteen members comprised of Mr. Hoaglin, Huntington’s nine non-employee directors, Marty Adams, the current chairman and chief executive officer of Sky, and four current non-employee directors of Sky. Additional details relating to the board of directors of Huntington following completion of the merger with Sky can be found under “The Merger—Board of Directors and Management of Huntington following Completion of the Merger” above on page [ ].

The following tables set forth certain information concerning each nominee and each continuing director of Huntington;

Many of Huntington’s directors and executive officers and their immediate family members are customers of Huntington’s affiliated financial and lending institutions in the ordinary course of business. In addition, directors and executive officers of Huntington also may be affiliated with entities which are customers of Huntington’s affiliated financial and lending institutions in the ordinary course of business. Loan transactions with directors, executive officers and their immediate family members and affiliates have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers otherwise not affiliated with Huntington. Such loans also have not involved more than the normal risk of collectibility or presented other unfavorable features.

Raymond J. Biggs, a director of Huntington, served as an officer of Huntington Bancshares Michigan, Inc. from 1990 to 1994, following Huntington’s acquisition of First Macomb Bank, of which Mr. Biggs was an executive officer. Mr. Biggs currently receives periodic payments from Huntington, which amounts represent the negotiated settlement of supplemental retirement and other benefits payable to Mr. Biggs under the Supplemental Retirement Income Agreement previously entered into between Mr. Biggs and First Macomb Bank. The negotiated benefits, as agreed upon in 1995, are annual payments of $15,159 beginning in 1995 and continuing for fifteen years, and monthly payments of $13,142 beginning in August of 2002 and continuing for fifteen years. As of February 26, 2007, the aggregate amount remaining to be paid to Mr. Biggs is $1,688,252.

Huntington Mezzanine Opportunities Inc., a wholly-owned subsidiary of Huntington, established in 2002 a private corporate mezzanine investment fund which provides financing in transaction amounts of up to $10 million to assist middle market companies primarily in the Midwest with growth or acquisition strategies. Stonehenge Mezzanine Partners LLC, as its sole purpose, serves as the asset manager of Huntington Mezzanine Opportunities Inc. Under the investment management agreement with Huntington Mezzanine Opportunities Inc., Stonehenge Mezzanine Partners LLC receives a quarterly management fee equal to the greater of a fixed amount or a set percentage of the mezzanine loan balances. For the first five years of the agreement, the minimum quarterly management fee is equal to $262,500; thereafter the minimum is $62,500. Stonehenge Mezzanine Partners LLC is also eligible to receive a percentage of profits based on the performance of the investments. Through December 31, 2006, Stonehenge Mezzanine Partners LLC has received management fees in the aggregate of $4,822,458 and has earned $4,502,010 as a percentage of profits. Michael J. Endres, a director of Huntington, has a 9.8% equity interest in Stonehenge Mezzanine Partners LLC.

The Huntington National Bank has a $10 million commitment for an equity investment in the Stonehenge Opportunity Fund II, LP, a $150 million investment fund and referred to as the Fund, which was organized on September 30, 2004. The Fund operates as a “Small Business Investment Company” licensed by the Small Business Administration. The Fund seeks to generate long-term capital appreciation by investing in equity and, in certain cases, mezzanine securities of a diverse portfolio of companies across a variety of industries. Management of Huntington and The Huntington National Bank determined that the investment would provide a cost effective means to participate in financing small businesses, provide a means of obtaining lending or investment credit under the Community Reinvestment Act and generally be favorable to Huntington. The Fund is managed by Stonehenge Partners, Inc., an investment firm of which Michael J. Endres is a principal and holds a 9.8% equity interest. The Fund pays to Stonehenge Partners, Inc. management fees not to exceed on an annual basis 2.00% of the aggregate of private capital commitments and Small Business Administration debentures of the Fund. In addition, Stonehenge Partners, Inc. is the controlling entity of Stonehenge Equity Partners, LLC, which serves as managing member of the Fund.

Huntington has followed the practice of having the full board of directors or a committee of disinterested directors review and approve transactions in which a director has a material interest. Huntington adopted a written Related Party Transactions Review and Approval Policy in February 2004, which was administered by the Audit Committee. The function of reviewing and approving related party transactions was subsequently transferred to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee adopted an updated Related Party Transactions Review and Approval Policy, referred to as the Policy, in October 2006. The Policy covers “related party transactions”, including any financial transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, either currently proposed or since the beginning of the last fiscal year in which Huntington was or is to be a participant, involves an amount exceeding $120,000 and in which a director, nominee for director, executive officer or immediate family member of such person has or will have a direct or indirect material interest. The Policy requires Huntington’s senior management and directors to notify the general counsel of any existing or potential “related party transactions.” The general counsel reviews each reported transaction, arrangement or relationship that constitutes a “related party transaction” with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee determines whether or not “related party transactions” are fair and reasonable to Huntington. The Nominating and Corporate Governance Committee also determines whether any “related party transaction” in which a director has an interest impairs the director’s independence. Approved “related party transactions” are subject to on-going review by Huntington’s management on at least an annual basis. Loans to directors and executive officers and their related interests made and approved pursuant to the terms of Federal Reserve Board Regulation O are deemed approved under this policy. Any such loans that become subject to specific disclosure in Huntington’s annual proxy statement will be reviewed by the Nominating and Corporate Governance Committee at that time. Moreover, Huntington is not aware of any person who is the beneficial owner of more than 5% of Huntington’s voting securities other than The Huntington National Bank which owned, as of December 31, 2006, 5.460% of Huntington’s common shares in a fiduciary capacity.

The board of directors and the Nominating and Corporate Governance Committee have reviewed and evaluated transactions and relationships with board members to determine the independence of each of the members. The board and the Nominating and Corporate Governance Committee have determined that a majority of the board’s members are “independent directors” as the term is defined in the Marketplace Rules of the Nasdaq Stock Market. The directors determined to be independent under such definition are: Raymond J. Biggs, Don M. Casto III, John B. Gerlach, Jr., Karen A. Holbrook, David. P. Lauer, Wm. J. Lhota, Gene E. Little, David L. Porteous and Kathleen H. Ransier. The board of directors has determined that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent under such definition and that the members of the Audit Committee are independent under the additional more stringent requirements applicable to audit committee members. The board of directors does not believe that any of its non-employee members have relationships with Huntington that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as director.

In making the independence determinations for each of the directors under such definition, the board of directors took into consideration the transactions disclosed above. In addition, the board of directors considered that the directors and their family members are customers of Huntington’s affiliated financial and lending institutions. Many of the directors have one or more transactions, relationships or arrangements where Huntington’s affiliated financial and lending institutions, in the ordinary course of business, act as depository of funds, lender or trustee, or provide similar services. In addition, directors may also be affiliated with entities which are customers of Huntington’s affiliated financial and lending institutions and which enter into transactions with such affiliates in the ordinary course of business. The board of directors also considered that Kathleen H. Ransier and her husband are partners with a law firm that may from time to time represent an estate and related trust for which The Huntington National Bank serves as fiduciary. The law firm’s fees are paid from the assets of the estate or trust, as is generally the case when the firm represents a bank in a fiduciary capacity. Neither Ms. Ransier nor her husband participates in such representation. None of Huntington or its subsidiaries engage or otherwise utilize the services of this law firm.

The board of directors has separately standing Audit, Compensation, Executive, Nominating and Corporate Governance, Pension Review and Risk Committees. From time to time the board of directors may appoint ad hoc committees. Each standing committee has a separate written charter. Current copies of the committee charters are posted on the Investor Relations pages of Huntington’s website atwww.huntington.com.

In addition, the board of directors has adopted a corporate governance program which includes Corporate Governance Guidelines and a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to all employees and, where applicable, to directors of Huntington and its affiliates. Huntington’s chief executive officer, chief financial officer, corporate controller, and principal accounting officer are also bound by a Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers. The Code of Business Conduct and Ethics and the Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on the Investor Relations pages of Huntington’s website atwww.huntington.com.

The Corporate Governance Guidelines provide that attendance at board of directors and committee meetings is of utmost importance. Directors are expected to attend the annual shareholders meetings and at least 75% of all regularly scheduled meetings of the board of directors and committees on which they serve. During 2006, the board of directors held a total of eight regular and special meetings. Each director attended greater than 75% of the meetings of the full board of directors and the committees on which he or she served. Nine of the ten directors continuing in office attended the 2006 Annual Meeting of Shareholders.

Shareholders who wish to send communications to the board of directors may do so by following the procedure set forth on the Investor Relations pages of Huntington’s website atwww.huntington.com.

The table below indicates the board of directors standing committees, the committee members during 2006 and the number of times the committees met in 2006.

Audit Committee. A primary responsibility of the Audit Committee is to oversee the integrity of Huntington’s financial statements, including policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and the internal control over financial reporting. The Audit Committee also provides assistance to the board of directors in overseeing the internal audit division and the independent registered public accounting firm’s qualifications and independence; compliance with Huntington’s Financial Code of Ethics for the chief executive officer and senior financial officers; and compliance with corporate securities trading policies.

The board of directors has determined that each of David P. Lauer, Chairman of the Audit Committee, and Gene E. Little qualifies as an “audit committee financial expert” as the term is defined in the rules of the SEC. Both Mr. Lauer and Mr. Little are determined to be “independent directors” as the term is defined in the Marketplace Rules of the Nasdaq Stock Market. Designation of Mr. Lauer and Mr. Little as audit committee financial experts by the board of directors does not impose any duties, obligations or liability on them that are greater than the duties, obligations and liabilities imposed on the other members of the Audit Committee. The SEC has determined that a person who is identified as an “audit committee financial expert” will not be deemed an expert for any purpose as a result of such designation.

The following Audit Committee Report should not be deemed filed or incorporated by reference into any other document, including Huntington’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent Huntington specifically incorporates the Audit Committee Report into any such filing by reference.

In carrying out its duties, the Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2006 with Huntington management and with Huntington’s independent registered public accounting firm, Deloitte & Touche LLP. This discussion included the selection, application and disclosure of critical accounting policies. The Audit Committee has also reviewed with Deloitte & Touche LLP its judgment as to the quality, not just the acceptability, of Huntington’s accounting principles and such other matters required to be discussed under auditing standards generally accepted in the United States, includingStatement on Auditing Standards No. 61, as amended, Communication with Audit Committees.

In addition, the Audit Committee has reviewed the written disclosures and letter from Deloitte & Touche LLP required byIndependence Standards Board Standard No. 1, Independence Discussions with Audit Committees and has discussed with Deloitte & Touche LLP its independence from Huntington. Based on this review and discussion, and a review of the services provided by Deloitte & Touche LLP during 2006, the Audit Committee believes that the services provided by Deloitte & Touche LLP in 2006 are compatible with and do not impair Deloitte & Touche LLP’s independence.

Based on these reviews and discussions, the Audit Committee recommended to the board of directors that the audited financial statements be included in Huntington’s Annual Report on Form 10-K for the year 2006 for filing with the SEC.

Compensation Committee. The Compensation Committee periodically reviews and approves Huntington’s goals and objectives with respect to the compensation of the chief executive officer and other executive management. The Compensation Committee evaluates the performance of the chief executive officer and other executive management in light of such goals and objectives, and sets their compensation levels based on such evaluation. The Compensation Committee also advises the board of directors with respect to compensation for service by non-employee directors on the board of directors and its committees. This Compensation Committee also makes recommendations to the board of directors with respect to Huntington’s incentive compensation plans and equity-based plans, oversees the activities of the individuals and committees responsible for administering these plans, and discharges any responsibility imposed on the Compensation Committee by any of these plans.

Huntington designs its executive and director compensation programs through a combined effort among Huntington management, the Compensation Committee and a third-party compensation consultant. Huntington’s management, including the chief executive officer, may make recommendations to the Compensation Committee with respect to the amount and form of executive and director compensation. Huntington’s chief executive officer and chief financial officer make recommendations to the Compensation Committee when it sets specific financial measures and goals for determining incentive compensation. The chief executive officer also makes recommendations to the Compensation Committee regarding the performance and compensation of his direct reports, which include the executive officers.

Huntington has retained the services of an independent consultant through Watson Wyatt & Company to provide consulting services to both Huntington management and the Compensation Committee. The Compensation Committee has direct access to the consultant. Under the terms of the engagement, Huntington’s management or the Compensation Committee may engage the consultant on an as needed basis for particular projects or assignments. Such assignments may include advice with respect to the amount and form of executive and director compensation.

The Compensation Committee has the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve fees and other retention terms of advisors, including an outside compensation consultant. The Compensation Committee may delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee, or in accordance with the terms of a particular compensation plan. The Compensation Committee may not however delegate the determination of compensation for executive officers.

Huntington has no Compensation Committee interlocks. In addition, no member of the Compensation Committee has been an officer or employee of Huntington.

The following Compensation Committee Report should not be deemed filed or incorporated by reference into any other document, including Huntington’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Huntington specifically incorporates this Report into any such filing by reference.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Huntington’s Proxy Statement for its 2007 Annual Meeting of Shareholders.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s primary responsibilities are to review annually the composition of the board of directors to assure that the appropriate knowledge, skills, and experience are represented, in the Nominating and Corporate Governance Committee’s judgment, and to assure that the composition of the board of directors complies with applicable laws and regulations; review the qualifications of persons recommended for board of directors membership, including persons recommended by shareholders; discuss with the board of directors standards to be applied in making determinations as to the independence of directors; and review annually the effectiveness of the board of directors, including but not limited to, considering the size of the board of directors and the performance of individual directors as well as collective performance of the board of directors. The Nominating and Corporate Governance Committee reviews and approves related party transactions. Other primary responsibilities of the Nominating and Corporate Governance Committee include reviewing and making appropriate changes to the Corporate Governance Guidelines and the Code of Business Conduct and Ethics for Huntington’s directors, officers and employees.

Each person recommended by the Nominating and Corporate Governance Committee for nomination to the board of directors must be an active leader in his or her business or profession and in his or her community. Diversity is considered by the Nominating and Corporate Governance Committee when evaluating nominees because the board of directors believes that board membership should reflect the diversity of Huntington’s markets. The Nominating and Corporate Governance Committee evaluates potential nominees, including persons recommended by shareholders, in accordance with these standards which are part of the Corporate Governance Guidelines. From time to time the Nominating and Corporate Governance Committee may develop specific additional selection criteria for board membership, taking into consideration current board composition and ensuring that the appropriate knowledge, skills and experience are represented. There are no specific additional criteria at this time. Huntington generally does not, and during 2006, did not, pay any third parties to identify or evaluate, or assist in identifying or evaluating, potential nominees.

Shareholders who wish to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may send a written notice to the Secretary at Huntington’s principal executive offices. The notice should indicate the name, age, and address of the person recommended, the person’s principal occupation or employment for the last five years, other public company boards on which the person serves, whether the person would qualify as independent as the term is defined under the Marketplace Rules of the Nasdaq Stock Market, and the class and number of shares of Huntington securities owned by the person. The Nominating and Corporate Governance Committee may require additional information to determine the qualifications of the person recommended. The notice should also state the name and address of, and the class and number of shares of Huntington securities owned by, the person or persons making the recommendation. There have been no material changes to the shareholder recommendation since our last disclosure of this item.

Other Standing Committees.The Executive Committee considers matters brought before it by the chief executive officer. This Committee also considers matters and takes action that may require the attention of the board of directors or the exercise of the powers or authority of the board of directors in the intervals between meetings of the board of directors. The Pension Review Committee provides recommendations to the board of directors in connection with actions taken by the board of directors in fulfillment of the duties and responsibilities delegated to Huntington and/or the board of directors pursuant to the provisions of Huntington’s retirement plans. In addition, the Pension Review Committee acts on behalf of the board of directors in fulfilling such duties and responsibilities as are delegated by written action of the board of directors. The Pension Review Committee also takes such actions as are specifically granted to the Pension Review Committee pursuant to retirement plan documents. The Risk Committee assists the board of directors in overseeing Huntington’s enterprise-wide risks, including credit, market, operational, compliance and fiduciary risks. Towards this end, the Risk Committee monitors the level and trend of key risks, management’s compliance with board-established risk tolerances and Huntington’s risk policy framework. The Risk Committee also oversees material pending litigation, monitors whether material new initiatives have been appropriately analyzed and approved, and reviews all regulatory findings directed to the attention of the board of directors and the adequacy of management’s response.

The beneficial ownership of Huntington common stock as of December 31, 2006, by each of Huntington’s directors, nominees for director, five named executive officers, directors as a group, executive officers as a group, and ~~Unizan~~directors and executive officers as a group, is set forth below.

The total for Mr. Nelson also reflects 4,285 restricted stock ~~are listed~~units that vested on January 18, 2007.

officer; 1,790 shares owned by Darby Road Company, of which Mr. Gerlach is a director and the holder of one-third shareholder interest; 3,133 shares owned by Darby Road Limited Partnership, of which Darby Road Company is general partner; 77,400 shares owned jointly by Mr. Hoaglin and his spouse; 16,777 shares owned jointly by Mr. Lhota and his spouse; and 290,444 shares owned jointly by Mr. Porteous and his spouse.

(3)

Figures include the following shares of common stock held as of December 31, 2006 in Huntington’s Supplemental Stock Purchase and Tax Savings Plan: 9,346 for Mr. Baldwin, 2,383 for Mr. Benhase, 14,262 for Mr. Hoaglin, 1,184 for Mr. Kimble, 2,816 for Mr. Nelson and 40,466 for all executive officers as a group. Prior to the distribution from this plan 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 plan. Figures also include the following shares of common stock held as of December 31, 2006 in Huntington’s Executive Deferred Compensation Plan: 6,145 for Mr. Baldwin, 51,446 for Mr. Hoaglin and 62,164 for all executive officers as a group. Prior to the distribution from this plan to the participants, voting power for the shares allocated to the accounts of participants is held by The Huntington National Bank, as trustee of the plan.

(4)

Figures include the following shares of common stock held as of December 31, 2006, in Huntington’s deferred compensation plans for directors: 10,269 for Mr. Biggs, 113,124 for Mr. Casto, 7,962 for Mr. Endres, 22,717 for Mr. Gerlach, 6,006 for Ms. Holbrook, 6,497 for Mr. Lhota, 1,639 for Mr. Little and 9,235 for Mr. Porteous. Prior to the distribution from the deferred compensation plans 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.

(5)	Less than 1%.

As of December 31, 2006, no person was known by Huntington to be the ~~Nasdaq National Market. The following table sets forth~~beneficial owner of more than 5% of the ~~high and low closing prices of~~outstanding shares of Huntington common stock, except as follows:

As of December 31, 2006, Mr. Baldwin owned 2,000 shares, and ~~Unizan~~all executive officers as a group owned 2,900 shares of Class C Preferred Stock, $25.00 par value, issued by Huntington Preferred Capital, Inc., a subsidiary of Huntington. The total number of shares of Class C Preferred Stock owned by Mr. Baldwin and the executive officers as a group is less than 1% of the shares of Class C Preferred Stock outstanding on December 31, 2006.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Huntington’s officers, directors, and persons who are beneficial owners of more than ten percent of Huntington common stock to file reports of ownership and changes in ownership with the SEC. Reporting persons are required by SEC regulations to furnish Huntington with copies of all Section 16(a) forms filed by them. To the best of its knowledge, and following a review of the copies of Section 16(a) forms received by it, Huntington believes that during 2006 all filing requirements applicable for reporting persons were met.

This Compensation Discussion and Analysis discusses the compensation awarded to, earned by, or paid to the five named executive officers whose compensation is detailed in this joint proxy statement/prospectus. These named executive officers are the chief executive officer, the chief financial officer and the other three most highly compensated executive officers as of December 31, 2006, referred to as the Named Executive Officers or NEO’s.

Huntington’s executive compensation programs are designed through a combined effort among Huntington’s management, the Compensation Committee and a third-party compensation consultant retained through Watson Wyatt & Company by the Compensation Committee. Additional information about the role of Watson Wyatt & Company is set forth under “Corporate Governance” above. Each brings a critical view to ensure the success of the programs. The Compensation Committee provides objectivity and business expertise, and oversees all key compensation programs that effect Huntington’s senior management, including the chief executive officer. The compensation consultant provides independent advice, research and evaluation, and provides invaluable insight into market trends and best practices. Additionally, together with management’s knowledge of its business and personnel, this team strives to build programs that further Huntington’s compensation philosophy and accomplish its strategic objectives.

Huntington’s goal for compensation paid to its executive officers is generally to provide an overall compensation package that is commensurate with each executive’s responsibilities, experience and demonstrated performance as compared to peers within the organization and at peer companies external to the organization.

Huntington’s executive compensation programs are designed to balance four key compensation objectives:

ensure a strong linkage between corporate, business unit and individual performance;

integrate with Huntington’s annual and long-term strategic goals and tie awards to the levels of performance achieved, with opportunities to earn maximum awards for maximum performance;

encourage the alignment of senior management’s goals with those of shareholders with the ultimate goal of increasing overall shareholder value; and

attract and retain high quality key executives necessary to lead Huntington and provide continuity of management.

In structuring its executive compensation programs, Huntington strives to align the components of its executive compensation program and the total compensation opportunity for its executives with those of its peers.

In addition, Huntington takes into consideration Code Sections 162(m) and 409A. Code Section 162(m) does not permit deduction of certain non-performance-based compensation in excess of $1,000,000 per taxable year paid to individuals who, as of the last day of the taxable year, are the chief executive officer and the four most highly compensated executives required to be named in the annual proxy statement, referred to as the covered officers. Collectively, this group of executives represent the NEOs. Huntington may deduct compensation paid to the named executive officers in excess of $1,000,000 provided the payment of such compensation qualifies for an exception under Code Section 162(m), including an exception for certain performance-based compensation. Huntington works to structure components of its executive compensation package to achieve maximum deductibility under Code Section 162(m), while at the same time considering the goals of its executive compensation philosophy and whether it is in the best interests of Huntington to have an award so qualified.

Code Section 409A sets forth certain rules that must be satisfied with respect to non-qualified deferred compensation plans in order to avoid significant penalties for the employees participating in such plans. Code Section 409A defines deferred compensation broadly as all compensation in which an employee obtains a contractual right in one year but which is received in a subsequent year.

Huntington also takes into consideration Financial Accounting Standards Board Statement No. 123R, Share-Based Payment FAS 123R in administering its equity compensation program.

Consistent with the objective to align senior management’s goals with those of shareholders and to reinforce, for both the investing public and associates, senior management’s commitment to the company, the Compensation Committee adopted stock ownership guidelines for key Huntington executives during 2006. The stock ownership guidelines apply to selected senior officers, including the NEOs, who are viewed as critical to Huntington’s success. Each NEO has until July 18, 2011 to meet a specified minimum level of share ownership which was derived based on a multiple of his or her base salary. To determine the guidelines, the multiple of salary was divided by $23.34, the fair market value, referred to as the FMV, of Huntington’s stock price on July 18, 2006, the date the stock ownership guidelines were adopted. The FMV was determined by calculating the average of the high and low trading price of a share of Huntington common stock as reported on the Nasdaq ~~National Market,~~Stock Market. Mr. Hoaglin’s stock ownership guideline is 5 times his base salary. For the other NEOs (except Mr. Baldwin), the stock ownership guideline is 2 times base salary. Stock ownership guidelines were not adopted for Mr. Baldwin since he had announced his pending departure from the company. The guidelines in terms of number of shares are set forth below.

If stock ownership guidelines are not met by July 18, 2011, the officers will be required to defer at least 50% of any annual bonus earned and invest the deferral in Huntington stock. Shares held in Huntington’s benefits programs, including deferred compensation, and shares owned outside these plans will be counted for purposes of meeting ownership guidelines. The Compensation Committee retained the right to modify or adjust the ownership targets and time frames established for compliance under these guidelines, on an individual or aggregate basis, as may be necessary or desirable in the Compensation Committee’s discretion based on events or circumstances. The Compensation Committee has not currently adopted a policy regarding an officer’s hedging of the economic risk associated with of the ownership of employer stock.

Huntington’s executive compensation philosophy and key objectives are reflected in the structure of Huntington’s compensation programs for senior management which consist of the following components:

annual incentive awards;

long-term incentive awards;

Of these components, annual incentive awards, long-term incentive awards and increases to base salary are dependent on individual and/or company performance. Annual incentive awards and long-term incentive awards are closely linked to the operating performance compared with Huntington’s strategic plans for each plan year or plan cycle.

Base salary is a significant component of executive compensation. Base salary is a major factor in attracting and retaining key personnel. Base salary also serves as the basis for determining eligible levels for certain benefits and it is used for the calculation of key executive programs for which awards are determined as a multiple or percentage of base salary. Huntington does not have a formal policy to target compensation at a specific level of market compensation; however, Huntington typically positions base salary between the 50^th and 75^th market percentile.

Incentive awards payable in cash may be earned on an annual basis under the Management Incentive Plan. Awards are earned when specific, pre-determined goals for the year are met. This plan aligns executives officers and other participants’s interests with Huntington’s short-term corporate goals, which can change from year to year depending on Huntington’s strategic direction and goals. The Management Incentive Plan, which was approved by the shareholders, provides a number of key financial measures of corporate performance which the Compensation Committee can select from annually to set financial performance goals.

Executive officers are also eligible to earn long-term incentive, referred to as LTI, compensation, consisting of equity awards and long-term performance, referred to as LTP, awards. The value of equity awards increases as the value of the underlying common stock increases. Long-term performance awards are payable in recognition of achievement of Huntington’s goals over a period of time—typically a three-year period.

Equity awards have historically consisted of stock options; however, Huntington implemented a revised equity award program in 2006 which provided for a mix of restricted stock units, referred to as RSUs, and stock options for senior management rather than relying on stock options as the only equity-based vehicle. RSUs offer a strong emphasis on executive retention and continuity and have certain advantages for Huntington, as explained in greater detail below. Under the current LTI program, the combination of awarded stock options and RSUs is intended to deliver a level of compensation substantially equivalent to the prior method of awarding only stock options. The component of the program that utilizes LTP awards was not changed for 2006. The revised LTI strategy is described in more detail below.

The opportunity to earn annual incentive awards in cash and long-term awards in a combination of cash and stock provides a mix of variable compensation that integrates Huntington’s short-term and long-term goals, as well as helps to attract and retain executive officers. Huntington does not currently have a policy for dividing the aggregate amount of an executive’s compensation between cash and non-cash compensation or between short-term and long-term compensation other than endeavoring to reflect market competitive practices by separately comparing each component of compensation to competitive peer data.

Executive officers also participate in the same benefit programs generally available to all employees. In addition, Huntington has a supplemental defined contribution plan and a supplemental defined benefit pension plan for officers whose income exceeds the limits established by the Internal Revenue Service. Individuals are nominated for participation in these two benefit plans by Huntington’s management and must be approved by the Compensation Committee.

Huntington also offers additional fringe benefits to certain senior officers, including tax and financial planning services and paid parking. For Mr. Hoaglin, Huntington also provides security monitoring for his personal residence and occasional personal use of a private airplane. All of the NEOs are eligible to defer certain compensation under Huntington’s Executive Deferred Compensation Plan. In addition, all have an Executive Agreement with Huntington, which provides income continuation security and benefit protection in the event of any actual or threatened change in control of Huntington.

Mr. Hoaglin and Huntington have entered into an employment agreement which, among other things, established for Mr. Hoaglin a minimum base salary and participation in Huntington’s compensation plans. Under

the employment agreement, dated February 14, 2004, Mr. Hoaglin is employed as Huntington’s chairman, president and chief executive officer. The employment agreement provides for automatic three-year renewals unless sooner terminated. The employment agreement was automatically renewed on February 14, 2007.

Mr. Hoaglin and Huntington have also agreed upon a subsequent employment agreement to become effective upon the merger of Huntington and Sky Financial Group, Inc. In the event the merger does not occur, the subsequent employment agreement shall be null and void and of no force and effect. If the subsequent employment agreement does take effect, it will supersede the existing employment agreement. The subsequent employment agreement is described above under “The Merger—Interests of Certain Persons in the Merger.” The subsequent employment agreement reflects Mr. Hogalin’s increased responsibility in the larger organization and aligns his contract with that of Mr. Adams.

Mr. Hoaglin’s employment agreement provides that his annual base salary will be not less than $800,000, and that he will participate in Huntington’s incentive compensation plans, stock and long-term incentive plans, retirement plans, and other benefits afforded to executive officers. Mr. Hoaglin will be entitled to receive security services and protection from time to time as appropriate under the circumstances, including but not limited to, detection and alarm systems at his residences and personal security escorts.

Mr. Hoaglin’s employment agreement may be terminated by either Mr. Hoaglin or Huntington upon written notice delivered to the other party at least 60 days prior to the expiration of the initial term or any renewal term. The employment agreement provides for payments and benefits for Mr. Hoaglin following his termination of employment in certain situations, as further described under “Potential Payments Upon Termination or Change-in-Control” below.

Mr. Hoaglin’s employment agreement provides that certain incentive payments to Mr. Hoaglin are subject to forfeiture in specified situations. If Huntington is required to prepare an accounting restatement due to material non-compliance by Huntington, as a result of misconduct, with any financial reporting requirement under the federal securities laws, Mr. Hoaglin will reimburse Huntington for all amounts received under Huntington’s incentive compensation plans during the twelve-month period following the first public issuance or filing with the SEC of the financial document embodying such financial reporting requirement. Mr. Hoaglin will also reimburse Huntington for any profits realized from the sale of securities of Huntington during the twelve-month period, unless the application of this provision has been exempted by the SEC. If the Compensation Committee determines that Mr. Hoaglin has engaged in a serious breach of conduct, the Compensation Committee may terminate any award under any stock plan or require Mr. Hoaglin to repay any gain realized on the exercise of an award in accordance with the terms of the stock plan. In addition, if Mr. Hoaglin is found guilty of misconduct by any judicial or administrative authority in connection with any formal investigation by the SEC or other federal, state, or regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any stock plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award.

2007 Stock and Long-Term Incentive Plan and First Amendment to the Management Incentive Plan

Huntington has approved a new equity award plan, the 2007 Stock and Long- Term Incentive Plan, referred to as the 2007 Plan, subject to shareholder approval at this annual meeting. The 2007 Plan is substantially similar to the 2004 Stock and Long-Term Incentive Plan which it will replace. Huntington has also approved a First Amendment to the Management Incentive Plan, referred to as the First Amendment, subject to shareholder approval at this annual meeting. Under both the 2007 Plan and the ~~quarterly~~First Amendment, qualifying performance criteria is expanded for more flexibility and the definition of extraordinary events is modified. The 2007 Plan and the First Amendment are described below under the “Proposal to Approve the 2007 Stock and Long-Term Incentive Plan” and the “Proposal to Approve the First Amendment to the Management Incentive Plan”, respectively.

All of the components of executive compensation are discussed in greater detail below.

In determining compensation, Huntington regularly utilizes information on peer banks for comparative analysis relative to levels of compensation, financial performance, stock usage metrics and other important key data. The peer banks used for comparative analysis are determined annually and used throughout the year when data is available for the peer bank. Two categories of peer banks are used in our determination of compensation.

“Reference Peers” are the largest Ohio-based banks and are used to provide a frame of reference—particularly with respect to compensation practices, the relationship of variable pay to base pay, share consumption and performance. “Primary Peers” are those banks that represent the best market comparators for Huntington in terms of size (as an indicator for scope of responsibility) and mix of businesses. The process began with the selection of U.S.-based publicly-traded banks with assets, as of December 31, 2005, ranging from approximately one-half of Huntington’s assets to approximately twice the amount of Huntington’s assets. This initial group of banks was then reviewed based upon whether each bank’s business mix was comparable to Huntington’s and whether their pay practices were perceived to be consistent with the “mainstream” of the U.S. banking industry. Banks with a significantly different business mix and/or pay practices were dropped from the group (for example, Internet banks with few branches were dropped from the list). The resulting “Primary Peer” group consisted of 11 reasonably comparable banks with assets, as of December 31, 2005, ranging from $21.4 billion to $55.1 billion.

Huntington also relies on survey data, and in 2006 utilized the 2006 Hewitt Associates CompBook and the 2006 Towers Perrin Executive Compensation Data Base.

The Compensation Committee typically compares published survey data when reviewing base salaries for the executive officers in February of each year (with any changes effective in March). The review of salaries for the chief executive officer and the second highest ranking executive was moved to July several years ago so that current “Reference Peers” and “Primary Peers” proxy statement data could be compiled each year and considered in addition to relevant published survey data. In 2006, the Compensation Committee reviewed Mr. Hoaglin’s salary in July and reviewed the salaries of the other NEOs in February, with the exception of Mr. Baldwin, who had announced his pending departure.

For the 2006 salary review process for NEOs, Huntington’s management compiled comparative data with respect to each NEO’s position using third-party published surveys. While the surveys primarily represented financial institutions of comparable size, where relevant, data from cross industry comparisons were used. The data provided was within the 25^th to 75^th percentiles of the competitive market. With respect to Mr. Hoaglin’s

salary, recent data from proxy statements for the “Reference Peer” and “Primary Peer” banks was also compiled. No data was reviewed with respect to Mr. Baldwin and there was no action taken with respect to Mr. Baldwin’s salary in 2006.

The data provided base salary comparisons as well as comparisons for other key elements of compensation such as annual cash awards and long-term awards. While reviewing salaries each year, Huntington also reviews the total compensation package for each executive officer. Huntington takes into consideration how adjustments in base salary affect other key compensation elements: a base salary that is too low or too high affects the total compensation opportunity as the annual cash and performance awards are determined as a percentage of base salary. All recommendations are made in light of total compensation levels.

The level of compensation selected for an executive might diverge from the market data as a result of other relevant factors such as individual and business unit performance, scope of responsibility and accountability, cost of living, internal equitable consideration, the annual merit budget or any other factors deemed important. The extent to which each of these factors is considered may vary from executive to executive. Mr. Hoaglin evaluates the performance of, and makes merit recommendations for, each of the other NEOs.

The market data and annual merit recommendations are reviewed by the compensation consultant. The consultant provides any appropriate comments and analysis to the Compensation Committee and is available for discussion and questions

For 2006, the Compensation Committee was also provided with a complete history of merit increases for each NEO along with a history of annual cash bonuses and any awards under Huntington’s stock programs in order to have a complete view of previous decisions and actions. The decisions to adjust the base salaries are discussed below following the table of Grants of Plan-Based Awards.

In February of each year, the Compensation Committee establishes the financial measures, specific goals, participants and potential awards under the Management Incentive Plan for that year. Huntington’s fiscal year is the calendar year, which is also the plan year under the Management Incentive Plan. For 2006, the Compensation Committee selected earnings per share, referred to as EPS, an efficiency ratio (defined as the ratio of total non-interest operating expense (less amortization of intangibles) divided by total revenues (less securities gains)), and return on average equity as the financial measures for the plan. These measures were selected from among the corporate performance criteria available under the plan on the recommendations of the chief financial officer. EPS and the efficiency ratio were the financial measures for 2005; return on equity was added for 2006. The chief executive officer and chief financial officer recommended to Huntington these criteria as the best objective measures of performance for Huntington for 2006 and as important representative indicators of the relative performance of Huntington when compared to its peers. The addition of the return on equity component reflects the importance to Huntington of capital management, as reflected in its significant contributions to shareholder returns over the next several years. After considering Huntington’s performance for the prior year and the actual and expected performance of peers, the performance goals for each of these financial measures were set in relation to Huntington’s performance targets for the year. The compensation consultant also had the opportunity to comment on the financial measures and goals. The specific performance goals for 2006 are discussed under the “Discussion of 2006 Compensation” below.

All participants have some portion of their awards dependent on the selected corporate performance criteria. In addition to the corporate performance criteria, participants will generally have goals based on their business unit and specified individual initiatives. These business unit and individual goals are determined by each participant’s manager, which in the case of each of the NEOs (other than Mr. Hoaglin) is Mr. Hoaglin. The plan also includes a discretionary component that can be used to adjust awards based on other factors that are critical to Huntington’s success. Mr. Hoaglin is an exception in that 100% of his award is based on the selected corporate performance goals, in order to maintain the deductibility of his awards under the plan in relation to Code Section 162(m).

The Compensation Committee also approves participants for each plan year and assigns them to one of several incentive plan groups. The award opportunities for different incentive plan groups are closely aligned with market practices. Mr. Hoaglin makes a recommendation regarding the assignment of his direct reports, including each of the other NEOs, to the specific incentive plan groups. Each group has award opportunities tied to the achievement of threshold target and maximum performance levels. The level of achievement affects the percentage of base salary that can be earned under the plan components. Each incentive group also has different weightings of the plan components described above.

The threshold award opportunities are typically set as one-third of the target award opportunity and the maximum award opportunities are typically set as two times the target award opportunity. It is the intent of the Committee that maximum awards are only paid for truly exceptional performance. The 2006 plan allows for awards to be earned under each plan criteria and plan component independent of the other criteria.

To determine the award opportunity expressed as a percentage of base salary, Huntington looks at the total cash compensation opportunity, that is, the total of base salary and cash bonus. The Management Incentive Plan award opportunity is generally set so that the total cash compensation opportunity is at the market median based on market data. The award opportunity at target for Messrs. Kimble, Nelson and Benhase was 50% of base salary with a maximum opportunity equal to 100% of base salary. Mr. Baldwin’s potential award target was set at 60% of base salary. Mr. Hoaglin’s Management Incentive Plan target was set at 100% (adjusted from 75%) beginning with the 2006 plan year. Over the past several years, the consultant has pointed out that Mr. Hoaglin’s total annual cash compensation was below that of chief executive officers of peer banks. When performance goals are met, which means performance is at or above the threshold for any one component, participants are eligible to receive annual cash awards determined as a percentage of base salary earned over the plan year.

The table below shows how each plan component for 2006 is weighed when evaluating each of the NEOs.

Following the end of each plan year, the Compensation Committee determines whether the applicable performance goals have been met. The Compensation Committee may include or exclude “extraordinary events” or other factors, events or occurrences in determining whether a performance goal has been achieved.“Extraordinary events” are defined in the Management Incentive Plan as:

changes in tax law, generally accepted accounting principles or other such laws or provisions affecting reported financial results;

accruals for reorganization and restructuring programs;

special gains or losses in connection with the mergers and acquisitions or on the sale of branches or other significant portions of the company;

any extraordinary non-recurring items as described in APB Opinion No. 30 and/or in the MD&A;

gains on sales of auto loans;

losses on the early repayment of debt; or

any other events or occurrences of a similar nature as determined by the Compensation Committee.

between the achievement of the performance goals and any accounting adjustments recommended by management, whose judgments could be affected by financial self-interest. As appropriate, the Compensation Committee meets with representatives of the Audit Committee in making this determination.

The Compensation Committee may reduce or eliminate an award that would otherwise be payable. The Compensation Committee may also increase individual awards based upon extraordinary circumstances. In order to maintain the deductibility under Code Section 162(m) of compensation paid to covered officers, the Compensation Committee may not increase the amount of an award that would be otherwise due to such officers. As noted above, Mr. Hoaglin is the only covered officer whose compensation is likely to be impacted by Code Section 162(m). The Management Incentive Plan gives the Compensation Committee authority to determine that compliance with Code Section 162(m) may be waived after consideration of the goals of Huntington’s executive compensation philosophy in the best interests of Huntington.

In addition to cash awards under the Management Incentive Plan, the Compensation Committee may also approve discretionary cash bonuses outside the Management Incentive Plan as the Compensation Committee deems appropriate, such as for extraordinary performance or for recruitment purposes.

The determination of annual cash incentive awards payable to NEOs for 2006 is included in the “Discussion of 2006 Compensation” below.

As indicated, equity awards are a critical part of our compensation philosophy as they encourage the alignment of senior management’s goals with those of shareholders, with the ultimate goal of increasing overall shareholder value.

Huntington’s 2004 Stock and Long-Term Incentive Plan, referred to as the 2004 Plan, which was approved by the shareholders, provides for a variety of long-term incentive vehicles. Opportunities are typically awarded in the form of stock options, RSUs, deferred stock awards, or stock and cash awards under the long-term performance awards program under the 2004 Plan. In July 2006 Huntington introduced RSUs as an integral part of our LTI program. The NEOs are all eligible for each of these types of stock awards.

Huntington maintains a long-term performance awards program, referred to as the Long-Term Incentive Plan, under the 2004 Plan. The Compensation Committee selects the participants for this plan and has limited participation to 17 senior officers whose performance is most likely to impact the long-term strategic goals of Huntington. Long-term performance awards are normally payable in the form of stock (although up to 50% of an award may be paid in cash at the election of the participant) and are based on Huntington’s performance over three-year performance cycles (however the plan allows two, three or four year cycles).

The Compensation Committee selects the length of each cycle and also determines the financial goals, referred to as performance criteria in the plan, for each cycle and sets the goals for the various performance levels, based on recommendations of Huntington’s management and the input of the compensation consultant. The 2004 Plan provides a list of approved financial measures from which to choose. For each new cycle, Huntington’s chief executive officer and chief financial officer compile long-term strategic objectives and recommend appropriate performance measures and goals to the Compensation Committee for final approval. The Compensation Committee may also solicit input from the Audit Committee regarding the recommended performance criteria and goals.

The 2004-2006 cycle ended on December 31, 2006. There are currently two other cycles pending under this plan, the 2005-2007 and 2006-2008 cycles. Awards earned under any cycle will be paid in the first quarter of the year following the end of the respective cycle. Typically, a new cycle begins each year as is consistent with market practice and thereby keeps future expectations in line with current expectations. Each cycle is typically three years because that time frame strikes a balance between providing a meaningful long-term award and reasonable goal setting.

The plan performance measures for the 2004-2006, 2005-2007 and 2006-2008 cycles are the same. They all are based on performance goals established for average annual growth in adjusted EPS and average annual return on equity, referred to as ROE, over the three-year period. The chief executive officer and chief financial officer determined that these criteria were the best objective measures of performance for Huntington for the three-year periods. These criteria consider profitability and growth (by reviewing EPS) as well as quality of earnings (by reviewing ROE). The chief executive officer and chief financial officer recommended to the Compensation Committee for approval of the specific goals for each performance measure under each cycle, taking into consideration the economic outlook for our markets and the expected relative performance of peers over the same cycle.Potential awards are weighted 60% for the EPS component and 40% for the ROE component.

The award opportunities are established at the beginning of each cycle. For the cycle that just ended and for the current two cycles not yet completed, the award opportunities were established as a percentage of base salary and set at various levels of performance for plan threshold, target, superior and maximum performance results. If performance falls between the established performance goals, the Compensation Committee uses straight-line interpolation to determine the appropriate level of award earned. Participants are assigned to one of three incentive groups and award opportunities vary between the three groups. Management has developed guidelines for placement in the incentive groups based on salary grade.

The target and maximum award opportunities for the NEO under the 2004-2006 cycle and the two current cycles not yet completed are set forth in the table below.

The maximum awards listed above can be increased by up to 20% if maximum efficiency ratio goals established under the plan for each cycle are achieved. Awards under this plan can only be paid if performance is at or above the threshold levels established for either average annual growth in adjusted EPS or average annual ROE over each cycle.

Following the end of each cycle, the Compensation Committee determines whether the applicable performance goals have been met. The Compensation Committee may include or exclude “extraordinary events” or any other factors, events or occurrences in determining whether a performance goal has been achieved.“Extraordinary events” are defined in the 2004 Plan as:

changes in tax law, generally accepted accounting principles or other such laws or provisions affecting reported financial results;

accruals for reorganization and restructuring programs;

special gains or losses in connection with the mergers and acquisitions or on the sale of branches or other significant portions of the company;

any extraordinary non-recurring items as described in APB Opinion No. 30 and/or in the MD&A;

gains on sales of auto loans;

losses on the early repayment of debt; or

any other events or occurrences of a similar nature as determined by the Compensation Committee.

Huntington’s chief executive officer and chief financial officer make recommendations to the Compensation Committee as to the inclusion or exclusion of extraordinary events and other objective events or occurrences. As part of the certification process, the Compensation Committee will make specific inquiries into the relationship between the achievement of the performance goals and any accounting adjustments recommended by management, whose judgments could be affected by financial self-interest. As appropriate, the Compensation Committee will meet with representatives of the Audit Committee in making this determination.

The number of shares that can be awarded to a participant is determined by dividing the dollar value of the award by the FMV (see more information on definition of FMV below) of stock awards as of the award date as determined by the Compensation Committee.

The determination of long-term performance awards for the cycle ended December 31, 2006 is discussed under the Narrative following the table of Grants of Plan-Based Awards on page [ ].

Huntington considers grants of equity awards annually. While certain compensation decisions (decisions regarding annual cash awards, long-term performance awards and merit increases for most officers) are typically made in the first quarter of the year, Huntington has historically considered equity awards later in the year. Huntington plans to continue to grant equity awards each July. Beginning in 2007, however, Huntington plans to provide that the Compensation Committee may designate an effective grant date following the date of the Compensation Committee action. This practice would be followed in the event the Compensation Committee action occurs shortly before an earnings announcement or there exists other material non-public information. The grant date would be set as a date following public dissemination of the material non-public information.

As noted above, until 2006 when Huntington added awards of RSUs, Huntington’s equity awards have historically consisted of stock option grants. The option price for each grant of an option is equal to the FMV of a share on the date the option is granted. Although the 2004 Plan contains a broader definition of FMV, Huntington has a practice of setting the option price equal to the average of the highest and lowest price at which the shares were sold on the Nasdaq Stock Exchange on the date of grant.

For purposes of the 2007 Stock and Long-Term Incentive Plan which Huntington is asking the shareholders to approve at this Annual Meeting, Huntington changed the option exercise price from the average of the high and low on the date of grant to the closing price on the date of grant. Huntington believes that closing price is becoming the new standard for option exercise prices.

The Compensation Committee has delegated authority to the chief executive officer to grant stock awards on an as-needed basis such as in the case of new hires or internal promotions or other similar events. The chief executive officer’s authority is limited to no more than an aggregate of 200,000 “share awards” in any calendar year. One option is equal to one “share award” and one RSU is equal to “five share awards.” The chief executive officer may not grant more than 7,500 options and not more than 1,500 RSUs to any individual in a calendar year without Committee approval. All options granted by the chief executive officer are made consistent with the terms of the most recent annual grants set by the Compensation Committee, or any changes approved by the Compensation Committee in writing for grants going forward, in relation to vesting, terms of expiration, types of exercises allowed and treatment upon such events as retirement, death, termination of employment, computation of FMV and other provisions set forth in the grant notice underlying any similar type of stock option or RSU grant. The date of grant is determined by the chief executive officer and is typically the first business day of the month following the month in which the employee was hired. In situations other than a new hire, the chief executive officer selects a future date related to an event affecting the employee. Since being given this authority to grant stock options in 2001, the chief executive officer has not exercised his authority to grant stock awards to any executive officers.

For the annual grant of stock awards by the Compensation Committee, Huntington’s management recommends a maximum number of shares available for stock options and restricted stock to all employees. Huntington periodically compares share usage and other metrics such as the “run rate” and “overhang” against those of the “Reference Peer” and “Primary Peer” banks. Huntington also reviews third-party surveys to set the appropriate range of opportunity for participants at various levels. Based on analysis of this information, Huntington recommends an overall targeted number of shares to award and develops grant guidelines by salary grade. Huntington last completed this analysis for 2005 grants. For 2006, the compensation consultant recommended that Huntington follow 2005 usage targets. The consultant did not anticipate much change in grant practices among peers as most companies were in the process of re-evaluating their stock programs in consideration of FAS 123R. The Compensation Committee considered the recommendations and did not adjust its 2006 targets except to take into account RSUs which are granted on a 1 to 5 basis compared to stock options.Managers make recommendations for awards to employees and the recommendations are reviewed by the chief executive officer to gather his additional input and to ensure consistency across Huntington. Mr. Hoaglin makes the recommendations to the Compensation Committee for the number of shares to be awarded to his direct reports, including the NEOs. Huntington management recommends the terms of the stock awards. The recommended grants and terms are then presented to the Compensation Committee for review and approval.

Huntington has taken the opportunity over the past twelve months to review the stock program and re-design it for 2006. This review was triggered in part by new FAS 123R rules for expensing of stock options. The significant change made in Huntington’s program for 2006 was the replacement of one-half of past stock option grant levels with RSUs of equivalent value (1 RSU to 5 stock options).The goals of this new program are to attract and retain the talent Huntington needs to be successful, align senior management with shareholder interests, promote and encourage stock ownership, reward performance achievements, control expenses, provide awards at the same level as the prior stock option only program under new accounting rules and maintain simplicity for ease of understanding. Restricted stock has the advantage of reducing share usage, which Huntington thinks is a positive aspect for our shareholders. Huntington believes that the use of stock options and RSUs will accomplish the goals established.

Stock options will remain an important part of the LTI strategy for Huntington’s senior executives. The continued use of stock options will encourage participants to focus on increasing Huntington’s stock price as these types of awards only have value if the stock price increases above the option price set at the FMV on the date of grant. As with grants in recent years, the stock options will have a 7 year expiration date and will vest equally over three years on each anniversary of grant. Huntington grants both Incentive Stock Options, referred to as ISOs and Non-statutory Stock Options, referred to as NSOs, dependent on the level of the individual and as approved by the Compensation Committee. ISOs are typically only granted to the most senior executives as they are most likely to be in the position to take advantage of the long-term capital gains tax benefits.

RSUs were introduced to Huntington stock plan participants in July 2006 to provide stronger retention value and create a stronger ownership alignment. The RSUs will fully vest on the third anniversary of the grant provided the executive has been continuously employed through that period. Upon vesting the RSUs will be paid in shares. As an added benefit to this program with additional retention value, the Compensation Committee approved the accumulation of cash dividends, ~~declared per share~~which will be paid in cash when the underlying RSUs are paid.

A participant may retire any time after reaching age 55 with at least 10 years of service. The Compensation Committee has the discretion, however, to deem a participant a retiree, even if the participant did not qualify for retirement under Huntington’s retirement plans. Deeming a participant a retiree enables the ~~periods indicated.~~participant to exercise his or her stock options beyond termination of employment. This action can result in an accounting charge under FAS 123R equal to the increase in the fair market value of the impacted stock options. In December 2006, the Compensation Committee, within its discretion, deemed Ronald Baldwin’s termination effective December 31, 2006, a “retirement” for purposes of his stock options only, even though Mr. Baldwin did not qualify to “retire” under Huntington’s Retirement Plan. As a result, each of Mr. Baldwin’s outstanding options

will continue to be exercisable beyond the date his employment terminated. If this action had not been taken, Mr. Baldwin would have had a significantly reduced amount of time in which to exercise his options. The Compensation Committee determined this action was appropriate because Mr. Baldwin came to Huntington late in his career and provided valuable leadership during Huntington’s restructuring initiated by Mr. Hoaglin in 2001. This action enables Mr. Baldwin to benefit from the equity awards. Additional detail regarding Mr. Baldwin’s stock options can be found below under “Potential Payments Upon Termination or Change-in-Control” on page [ ].

~~Unizan stockholders are advised~~Awards under the 2004 Stock and Long-Term Incentive Plan may be subject to ~~obtain current market quotations~~forfeiture. Except following a change in control, in the event the Compensation Committee determines that a participant has committed a serious breach of conduct (which includes, without limitation, any conduct prejudicial to or in conflict with us or any securities law violations including any violations under the Sarbanes-Oxley Act of 2002), or has solicited or taken away customers or potential customers with whom the participant had contact during the participant’s employment with us, the Compensation Committee may terminate any outstanding award, in whole or in part, whether or not yet vested. In addition, if such conduct or activity occurs within three years following the exercise or payment of an award, the Compensation Committee may require the participant or former participant to repay to us any gain realized or payment received upon exercise or payment of such award. In addition, awards may be forfeited upon termination of employment for cause.

Huntington ~~common~~permits its senior officers to defer receipt of base salary, annual cash awards, RSUs and associated dividends, and long-term performance awards pursuant to the Executive Deferred Compensation Plan, a non-qualified plan. Huntington believes that the Executive Deferred Compensation Plan provides a good vehicle for participants to defer receipt of cash or stock to a time when taxes may be at a more personally beneficial rate and/or to save for long-term financial needs. Amounts deferred will accrue interest, earnings and ~~Unizan common stock.~~losses based on the performance of the investment option selected by the participant. The ~~market price~~investment options consist of Huntington common stock and a variety of mutual funds and are the same investment options available to all employees under Huntington’s defined contribution plan. Eligibility to participate in this plan is determined by the Compensation Committee from time to time. Each of the NEOs is eligible to participate.

Amounts payable under the Executive Deferred Compensation Plan are general unsecured obligations of Huntington. Such amounts, as well as any administrative costs relating to such plan, will be paid out of the general assets of Huntington to the extent not paid by a grantor trust. The Executive Deferred Compensation Plan is subject to Code Section 409A and will be reviewed under applicable rules issued by the Internal Revenue Service.

The Executive Deferred Compensation Plan is also discussed following the table on Non-Qualified Deferred Compensation 2006 below.

Huntington also offers a supplemental defined contribution plan providing additional salary deferral for officers whose income exceeds the limits established by the Internal Revenue Service for qualified plans. This supplemental plan is discussed in greater detail below under “Benefits”, and following the table on defined contribution Non-Qualified Deferred Compensation 2006 on page [ ].

Huntington provides a comprehensive benefits package to its associates. These benefits consist of two qualified retirement plans and a variety of welfare benefits such as medical, dental and vision benefits, health and dependent care flexible spending accounts, life insurance, short- and long-term disability benefits, educational assistance, an employee assistance plan and paid time off. Huntington also makes retiree medical coverage and life insurance available to associates satisfying the eligibility requirements for these benefits at the time of their termination of employment.

Huntington’s executive officers are eligible for the same broad-based benefits as other employees. In addition, officers nominated by senior management and approved by the Compensation Committee are eligible to participate in a supplemental defined contribution plan and a supplemental defined benefit pension plan. The value of benefits for which an executive is eligible does not impact the decisions with respect to the other components of the executive’s compensation.

Huntington maintains a tax qualified 401(k) plan—the Huntington Investment and Tax Savings Plan, referred to as HIP—for associates who are at least age 21 and have at least six consecutive months of service with Huntington. Through HIP, eligible associates may defer up to 75% of their base pay (or, in the case of executive officers and all other salaried employees, base salary) on a pre-tax basis, up to the applicable Internal Revenue Service limits on elective deferrals and compensation. Huntington matches 100% of a participant’s elective deferrals up to the first three percent of pay deferred, and 50% of the next two percent of pay deferred, for a maximum matching contribution of four percent of base pay. Elective deferrals vest 100% immediately as well as the amounts with which Huntington matches. Participant elective deferrals as well as the Huntington match are invested at the direction of the participant among 19 different investment options, consisting of a variety of mutual funds and Huntington common stock. Participants can receive distribution of their accounts upon termination of employment or disability. In-service withdrawals of participant elective deferrals are permitted in the event of financial hardship. Participants may also withdraw all or a portion of their account balances while employed at or after attaining age 59¹/2.

Huntington maintains the Huntington Bancshares Incorporated Supplemental Stock Purchase and Tax Savings Plan, referred to as the Supplemental Plan, to provide a supplemental savings program for eligible Huntington employees who are unable to continue to make contributions to HIP for part of the year because they have made the maximum permitted pre-tax deferrals in accordance with HIP during a calendar year. The Supplemental Plan is not a tax qualified plan. An associate is eligible to participate in the Supplemental Plan if his or her base pay (base salary for salaried employees) is expected to exceed the Internal Revenue Service limit on compensation under Code Section 401(a)(17) in the upcoming year and provided he or she has been nominated by the Compensation Committee. An eligible participant is an individual who has: (I) contributed the maximum amount permitted by the Internal Revenue Service for the calendar year ($15,000 in 2006); or (II) received the maximum amount of compensation permitted to be taken into account by the Internal Revenue Service for the calendar year ($220,000). The Supplemental Plan generally works the same way as HIP. When a participant elects to participate in the Supplemental Plan, he designates the percentage of base pay, on a pre-tax basis, that is to be contributed to the Supplemental Plan—between 1% and 15% of base pay. Participant deferral elections are made prior to the beginning of each calendar year and cannot be revoked or modified once the calendar year begins. Huntington then matches all or a portion of the contributions according to the same formula used by HIP. Generally, all pre-tax contributions and the Huntington match will be invested in Huntington common stock. All dividends paid on HBI Stock will be reinvested in HBI Stock. A participant cannot receive a distribution of any part of his account in the Supplemental Plan until his employment terminates. Once employment terminates, the account in the Supplemental Plan is required to be distributed to the participant. All distributions from the Supplemental Plan are subject to federal and state income tax withholding. FICA, FUTA and local taxes are paid at the time salary deferrals are contributed to the Supplemental Plan. The Supplemental Plan is non-qualified and the right of a participant to receive a distribution under this plan is an unsecured claim against the general assets of Huntington. Additional detail about the Supplemental Plan can be found below following the table of Non-Qualified Deferred Compensation 2006 on page [ ].

Huntington also maintains the Huntington Bancshares Retirement Plan, referred to as the Pension Plan, for its eligible associates. Eligible associates become participants on the January 1 or July 1 following the date they attain age 21 and have completed at least one year of service with Huntington. The Pension Plan is a final average pay defined benefit pension plan. Benefits are based upon a participant’s length of service, final average compensation and amount of social security-covered compensation. A participant’s final average compensation is defined as the average monthly compensation during the highest five consecutive years preceding (but not including) the year of termination or retirement. For pay received on and after January 1, 2001, compensation is

defined as base pay plus 50% of certain overtime, bonuses, incentives and commissions paid pursuant to an incentive plan with a measurement period of one year or less. Benefits under the Pension Plan are constrained by Internal Revenue Service limits on the amount of benefits and compensation. Benefits under the Pension Plan are calculated as a single life annuity equal to: (I) 1% of final average compensation up to 40 years of service; plus (II) 0.65% of final average compensation in excess of social security covered compensation up to 25 years of service. Participants can receive a benefit from the Pension Plan when they retire at or after normal retirement, which is generally at age 65. Participants may also retire at any time after attaining age 55 with at least ten years of service. Participants who leave prior to early or normal retirement will be eligible for a deferred vested benefit if they have at least five years of vesting service at the time their employment terminates. Additional detail about the Pension Plan is set forth below following the table of Pension Benefits on page [ ].

Huntington maintains the Huntington Bancshares Incorporated Supplemental Retirement Income Plan, referred to as the SRIP. The SRIP provides benefits according to the same benefit formula as the Pension Plan, except that benefits under the SRIP are not limited by Code Sections 401(a)(17) and 415. Code Section 401(a)(17) limits the annual amount of compensation that may be taken into account when calculating benefits under the Retirement Plan. An employee who: (a) is a participant in the Pension Plan; (b) has been nominated by the Compensation Committee; and (c) earns compensation in excess of the limitation imposed by Code Section 401(a)(17) or whose benefit exceeds the limitation of Code Section 415(b) is eligible to participate in the SRIP. In addition, employees whose final benefits under the Pension Plan are reduced due to elective deferral of compensation under the Huntington Executive Deferred Compensation Plan are also eligible to participate in the SRIP. Additional detail about the SRIP is set forth below following the table of Pension Benefits on page [ ].

Huntington provides other benefits to executive officers on the same basis that they are provided to employees generally. Other benefits consist of medical, dental and vision benefits to all eligible associates through its group health plan. Eligible associates contribute towards the cost of this coverage on a pre-tax basis through payroll deduction pursuant to a Code Section 125 plan. Eligible associates may elect to contribute to a health care spending account or dependent care spending account on a pre-tax basis in amounts up to $3,600 or $5,000, respectively, per calendar year.

Huntington provides basic group term life insurance coverage in the amount of 150% of pay for full time associates and 75% of pay for part time associates at no cost to the associate. In addition, eligible associates may elect to receive optional term life insurance of up to 300% of pay at their own expense. Eligible associates may also elect to receive accidental death and dismemberment insurance, referred to as AD&D, for themselves and their eligible dependents at their own expense through after-tax payroll deductions. Contributions for optional term life insurance coverage are paid on an after-tax basis through payroll deductions. Huntington provides business travel, life and AD&D insurance coverage to its eligible associates in an amount equal to 300% of pay.

Huntington provides short- and long-term disability benefits to its associates at no cost. Short term disability benefits are paid for by Huntington and the amount of the benefit is either 100% of pay or 60% of pay depending upon an associate’s years of service with Huntington. Long-term disability benefits are equal to 60% of pay. These benefits are paid for by Huntington and provided through an insurance contract.

Huntington maintains a transition pay plan that provides benefits based upon an associate’s service with Huntington in the event employment is terminated as a result of his or her position being eliminated due to business or economic conditions or a job reassessment.

Eligible associates may apply for up to $5,250 annually for reimbursement of certain educational expenses under Huntington’s educational assistance plan.

Eligible associates are able to receive counseling and guidance through LifeBalance, Huntington’s employee assistance program, which is paid for by Huntington.

Huntington provides paid time off benefits through its paid time off policy and other paid holidays which are comparable to those provided at other companies with similar numbers of employees.

In addition to the active benefits, Huntington makes medical coverage and life insurance available to associates who meet the requirements for those benefits at the time their employment terminates. Retiree medical coverage is paid entirely by the retiree, offset by a subsidy paid by Huntington based upon the retiree’s length of service. Life insurance is paid entirely by Huntington and is equal to 7.5% of the retiree’s base salary at the time of retirement.

Huntington offers certain fringe benefits to its more senior officers. The value of fringe benefits received by an executive officer does not impact decisions regarding other components of the executive officer’s compensation. All of the named executive officers who are located at Huntington’s headquarters in downtown Columbus are eligible for paid parking. Huntington also offers an allowance for tax and financial planning to its more senior officers, which group includes the named executive officers, equal to 2% of base salary.For Mr. Hoaglin, Huntington provides security monitoring of his personal residence. Huntington also provides occasional use of a private airplane for Mr. Hoaglin’s personal use. As reported in the table of Summary Compensation, the total value of perquisites and benefits for Mr. Hoaglin for 2006 was $31,630. No perquisite for Mr. Hoaglin had a value in excess of $25,000.

Agreements Providing For Payment In Connection With Termination Or A Change In Control

Huntington has entered into Executive Agreements with its executive officers which provide certain protections for the executive officers, and thus encourage their continued employment, in the event of any actual or threatened change in control of Huntington. Huntington believes that the definition of change in control used in its Executive Agreements is standard within the financial services industry.

Each executive officer is a party to one of three forms of Executive Agreements. The protections provided by the Executive Agreements include lump-sum severance payments and other benefits, all as further described below under “Potential Payments Upon Termination or Change in Control.”

During 2005, the Compensation Committee engaged Watson Wyatt & Company to evaluate, under current best practices, the then existing executive agreements. The Executive Agreements were updated effective January 1, 2006. The updated agreements reflect a reduction in severance payments, by calculating the payment based on the target incentive awards as opposed to the maximum incentive awards, as recommended by the compensation consultant.

In connection with his termination in December 2006, Mr. Baldwin entered into a Severance Agreement and an Addendum to Stock Options Agreement with Huntington. The payments and benefits payable to Mr. Baldwin under the Severance Agreement and the Addendum to Stock Options Agreement are described below under “Potential Payments Upon Termination or Change-in-Control.”

Huntington believes that its compensation programs, by design and operation, are consistent with its compensation philosophy and business strategy.

The following table sets forth the compensation paid by Huntington and its subsidiaries for the fiscal year ended December 31, 2006 to Huntington’s principal executive officer, principal financial officer, and the three mostly highly compensated executive officers serving at the end of 2006, other than the principal executive officer and the principal financial officer.

(5)

The figures in this column are the sum of the aggregate change in actuarial present value of each named executive officer’s accumulated benefit under two defined benefit and actuarial pension plans—the Retirement Plan and the Supplemental Retirement Income Plan, referred to as SRIP. Additional detail about Huntington’s defined benefit and actuarial pension plans is set forth in the discussion following the table of Pension Benefits below.

As noted in the Compensation Discussion and Analysis above, Mr. Hoaglin has an employment agreement with Huntington which provides for a minimum base salary and that he will participate in Huntington’s incentive plans and other benefits afforded to executive officers. During 2006, the Compensation Committee considered and approved base salary increases and grants of equity awards for each named executive officer except Mr. Baldwin, who was not included due to the announcement of his pending departure from the company. The Compensation Committee also reviewed Huntington’s 2006 performance against applicable performance goals and determined annual cash incentive awards under the Management Incentive Plan. The Compensation Committee also reviewed Huntington’s performance against the applicable performance goals for the Long-Term Incentive Plan award cycle that ended on December 31, 2006 and determined that no awards would be paid for the cycle.

At its February 2006 meeting, the Compensation Committee approved base salary increases of 7.14%, 3.64% and 4.97% for each of Messrs. Kimble, Nelson and Benhase, respectively, effective March 1, 2006. Increases were determined based on the chief executive officer’s evaluation of each officer’s individual performance and the goal of maintaining salaries between the 50^th and 75^th percentile of market data.

Mr. Hoaglin’s salary was reviewed at the July 2006 Compensation Committee meeting. The Compensation Committee was presented with materials prepared by the consultant related to Mr. Hoaglin’s total compensation. The first analysis that the consultant provided compared Huntington’s 2005 performance, based on various common performance metrics (such as the percentage change in EPS, return on average assets, return on average equity, 3-year total return, the efficiency ratio and deposit growth) against the performance of 14 peer banks. The analysis showed Huntington in the bottom quartile of performance; however, the data provided did not take into account key information on financial and accounting issues, which negatively impacted certain of Huntington’s reported financial performance metrics, used in the performance comparisons. In particular, the efficiency ratio was negatively affected by the accounting treatment for operating leases, which artificially inflated Huntington’s efficiency ratio relative to comparable peers which have no meaningful operating lease assets.

The consultant also provided analysis of recent proxy statements for selected peer banks (the “Primary Peers” and “Reference Peers” described in the “Compensation Discussion and Analysis” above) and provided analysis of various components of Mr. Hoaglin’s compensation that relate to salary adjustments. In addition to data from recent proxy statements, the analysis included 2005 published survey data along with the consultant’s assessment of the competitiveness of Mr. Hoaglin’s compensation. The consultant concluded that Mr. Hoaglin’s base salary was somewhat below the peer median estimated for 2006, which may be due to the fact that he did not receive an increase in 2004 and only a modest increase in 2005.

The Compensation Committee determined an appropriate salary for Mr. Hoaglin and approved a base salary increase from $824,000 to $865,000, effective August 1, 2006. This 5.00% increase was in recognition of (1) 2006 earnings performance to-date; (2) a strong capital position which permitted a 16.3% increase in the common stock dividend announced on January 18, 2006; (3) the completion of the acquisition of Unizan Financial Corp. on March 1, 2006 and the subsequent successful systems integration; (4) the continued strengthening of the senior management team and structure; and (5) the previous competitive market data.

The three components for the 2006 Management Incentive Plan cycle tied to corporate performance were EPS, ROE and the efficiency ratio. Huntington’s reported results for 2006 for EPS and ROE were better than (in excess of) the targeted level of performance, and the efficiency ratio was higher (worse) than the targeted level of performance. Because 2006 earnings included several transactions or valuations that may be considered “extraordinary events” as defined in the Compensation Discussion and Analysis, the chief executive officer and

the chief financial officer recommended that the impact of certain items be excluded for purposes of determining awards under the Management Incentive Plan. The Compensation Committee accepted these recommendations and approved adjustments which resulted in lower than reported EPS, ROE and efficiency ratio. The net effect of these adjustments was that Mr. Hoaglin’s award was lower than it would have been if it had been based on reported performance without adjustments.

The transactions or valuations that were considered “extraordinary events” and therefore excluded from the computations were:

A reduction of federal income tax expense of $84.5 million;

A $76.8 million pre-tax negative impact due to utilization of the excess capital resulting from federal income tax expense reduction to restructure certain balance sheet components. This primarily consisted of $73.3 million pre-tax investment securities losses;

Merger-related costs of $3.7 million pre-tax in connection with the acquisition of Unizan Financial Corp.;

The negative $2.3 million pre-tax impact of an accounting change with respect to loan fees on home equity lines of credit;

Recognition of $3.7 million pre-tax positive impact to the mortgage servicing rights valuation, net of related hedging activity;

A $10.0 million pre-tax contribution to the Huntington Foundation;

Severance and consolidation expenses of $4.5 million pre-tax; and

Minor adjustments and corrections in an aggregate amount of negative $3.8 million pre-tax.

The target, threshold and maximum goals and the reported and adjusted values for the performance criteria are set forth in the table below.

Based on the adjusted performance criteria, the EPS component paid out at 117% of the weighted target opportunity, the ROE factor paid out at 90% of the weighted target opportunity, and the efficiency ratio factor paid out at 50% of the weighted target opportunity. The weighting of each plan component, including any discretionary portion, for 2006 for each executive officer is set forth in the “Compensation Discussion and Analysis” on page [ ]. The Compensation Committee approved an award for each executive officer based on the adjusted corporate performance criteria, and when applicable, personal performance and discretionary components. The amount of the award for each executive officer is disclosed under the “Non-Equity Incentive Plan Compensation” column of the table of Summary Compensation.

The 2004 to 2006 cycle of the Long-Term Incentive Awards program, which is discussed in detail above in the “Compensation Discussion and Analysis”, ended December 31, 2006. No awards were earned or paid under this cycle. The goals for this cycle, which were established March 24, 2004, were based on average annual

growth in EPS over the cycle with a baseline EPS of $1.54 and average annual ROE over the cycle, with the entire award subject to adjustment based on Huntington’s efficiency ratio performance in 2006.

The target level set for average annual growth in EPS was 10% and the target for ROE was 17.0%. If awards were earned by achieving the target levels for EPS and ROE, such awards could be adjusted upward by 1.10% if Huntington achieved an efficiency ratio of 52.0% or lower (better) or 1.20% with achievement of an efficiency ratio of 51.0% or lower.

Huntington’s performance results against actual EPS growth averaged 7.7% for the cycle, which was under the established plan threshold of 8.0%. Huntington also calculated EPS growth with considerations for adjustments for extraordinary items over the cycle as determined against actual adjustments made for the Management Incentive Plan, which occurred in the same years as the years included in this cycle. The overall average for the adjusted EPS for the cycle was 5.8%, which was below the level required to receive an award under this program.

The three-year average performance results established for ROE was 16.2% for reported ROE and 15.6% for adjusted ROE with both figures also coming in under the 16.5% threshold needed to generate awards.

The target, reported and adjusted values for performance criteria are set forth in the table below.

No adjustment for the efficiency ratio was calculated since no awards were earned.

Stock award recommendations made by management and Mr. Hoaglin were presented to the Compensation Committee at its July 2006 meeting. Prior to reviewing the recommendations, the Compensation Committee reviewed and discussed metrics presented by the consultant related to Huntington’s stock usage compared to the “Reference Peer” and “Primary Peer” banks. Huntington, based on past grants, remains close to or below the median of its peers in areas related to dilution, overhang and run-rate levels.

The Compensation Committee reviewed and approved stock grants effective July 18, 2006. Each NEO, with the exception of Mr. Baldwin who was not considered for stock grants, received a combination of stock options and RSUs. As reported in the table of Grants of Plan-Based Awards above, Mr. Kimble was granted 27,500 stock options and 5,500 RSUs, Mr. Nelson was granted 20,000 stock options and 8,284 RSUs, and Mr. Benhase was granted 30,000 stock options and 6,000 RSUs.

The Compensation Committee was provided with market data from the “Reference Peers” and “Primary Peers” which provided a total compensation view of Mr. Hoaglin’s compensation in comparison to the selected group. The market analysis showed Mr. Hoaglin’s annualized LTI opportunity to be below market medians. The Compensation Committee considered the information provided and approved a grant of 165,000 stock options and 33,000 RSUs to Mr. Hoaglin.

All of the above stock options were granted at an option price of $23.34 and will become exercisable in three equal annual installments beginning on the first anniversary of grant. The options will be exercisable for a period of seven years from date of grant.

The grant date fair value of the RSUs was based on the fair market value of a share of Huntington common stock on the date of grant, $23.34. All of the RSUs will vest on the third anniversary after grant and will be paid in shares. Dividends will accumulate over the vesting period and be paid in cash at the same time as the underlying RSUs are paid.

Huntington entered into an Amendment to Stock Options Agreement with Mr. Baldwin in connection with his termination which resulted in the increase in incremental fair value reported in the table of Grants of Plan-Based Awards. The Amendment to Stock Options Agreement is described below under “Potential Payments Upon Termination or Change-in-Control” on page [ ].

(1)	The dates when each outstanding award becomes fully vested are set forth in the table below.

Huntington maintains two plans under which executive officers may defer compensation on a non-qualified basis: the Supplemental Stock Purchase and Tax Savings Plan, referred to as the Supplemental Plan and the Executive Deferred Compensation Plan, referred to as the EDCP. For each of the named executive officers listed below, information about participation in the Supplemental Plan is contained in the first row of data and information about participation in the EDCP is contained in the second row of data.

The purpose of the Supplemental Plan is to provide a supplemental savings program for eligible Huntington employees who are unable to continue to make contributions to the Huntington Investment and Tax Savings Plan, a tax qualified 401(k) plan and referred to as HIP, for part of the year because they have made the maximum permitted pre-tax deferrals for a calendar year to HIP. The individual has: (I) contributed the maximum amount permitted by the Internal Revenue Service for the calendar year ($15,000 in 2006); or (II) received the maximum amount of compensation permitted to be taken into account by the Internal Revenue Service for the calendar year ($220,000). HIP and the Supplemental Plan work together. When an employee elects to participate in HIP, he or she designates a percentage between 1% and 75% of base pay on a pre-tax basis that is to be contributed to HIP. Contributions to HIP are automatically deducted from the employee’s pay and then allocated to an HIP account. Huntington then matches all or a portion of the contributions to HIP according to the following formula: Huntington will match 100% on the dollar up to the first 3% of base compensation deferred and then 50% on the dollar on the next 2% of base compensation deferred. The Supplemental Plan generally works the same way. When a participant elects to participate in the Supplemental Plan, he designates a percentage between 1% and 15% of base pay that is to be contributed to the Supplemental Plan. All contributions to the Supplemental Plan

must be on a pre-tax basis. Huntington then matches all or a portion of the contributions according to the same formula used by HIP. Under HIP employees can invest their contributions and the Huntington matching contributions in any of 20 investment alternatives. Under the Supplemental Plan, employee pre-tax contributions and the Huntington match will be invested in Huntington common stock, and dividends paid on Huntington common stock will ~~fluctuate~~be reinvested in Huntington common stock.

A participant cannot receive a distribution of any part of his account in the Supplemental Plan until his employment terminates. Once employment terminates, the account in the Supplemental Plan is required to be distributed to the participant. All distributions from the Supplemental Plan are made in shares of Huntington common stock and are subject to federal and state income tax withholding.

The EDCP provides senior officers designated by the Compensation Committee the opportunity to defer up to 90% of base salary, annual bonus compensation and certain equity awards, and up to 100% of long-term incentive awards. An election to defer can only be made on an annual basis and is irrevocable. Deferrals of common stock are held as common stock until distribution. Cash amounts deferred will accrue interest, earnings and losses based on the performance of the investment option selected by the participant. The investment options consist of Huntington common stock and a variety of mutual funds and are the same investment options available under HIP. The participant can make changes as frequently as monthly on the chosen investment options for cash deferrals.

At the time of the initial deferral election, a participant elects the method and timing of account distribution in the event of termination or retirement. Accounts distributed upon termination or retirement may be distributed in a single lump sum payment or in substantially equal installments. A participant may request a hardship withdrawal prior to termination or retirement. In addition, for amounts earned and vested on or before December 31, 2004, a participant may obtain an in-service withdrawal subject to a 10% penalty and suspension of future contributions for at least 12 months. Cash that is deferred is paid out in cash, except that any cash that is invested in Huntington common stock at the time of distribution is distributed in shares. Huntington common stock that is deferred is distributed in kind.

The table below sets forth the rate of return for the one-year period ending December 31, 2006 for each of the investment options under the EDCP.

The table below presents the actuarial present value of each named executive officer’s accumulated benefit as of September 30, 2006 under Huntington’s Retirement Plan and Huntington’s Supplemental Retirement Income Plan, referred to as the SRIP.September 30 is the pension plan measurement date used for financial statement reporting purposes with respect to Huntington’s audited financial statements for fiscal year 2006.

An employee becomes a participant in the Retirement Plan on the January 1 or July 1 next following the date he or she attains age 21 and completes one year of service. An employee who: (a) is a participant in the Retirement Plan; (b) has been nominated by the Compensation Committee; and (c) earns compensation in excess of the limitation imposed by Code Section 401(a)(17) or whose benefit exceeds the limitation of Code Section 415(b), is eligible to participate in the SRIP. In addition, employees whose final benefits under the Retirement Plan are reduced due to elective deferral of compensation under the Huntington Executive Deferred Compensation Plan are also eligible to participate in the SRIP.

Benefits under both the Retirement Plan and the SRIP are based on levels of final average compensation and years of credited service. Benefits under the SRIP, however, are not limited by Code Sections 401(a)(17) and 415. Code Section 401(a)(17) limits the annual amount of compensation that may be taken into account when calculating benefits under the Retirement Plan. For 2006, this limit was $220,000. Code Section 415 limits the annual benefit amount that a participant may receive under the Retirement Plan. For 2006, this amount was $175,000.

The compensation covered for these named executive officers by the Retirement Plan and the SRIP is the average of the total paid, in the five consecutive highest years of the executive officer’s career with Huntington, of base salary and 50% of bonus. Bonuses are taken into account for the year in which paid rather than earned. The maximum number of years of credited service recognized by the Retirement Plan and the SRIP is forty. The number of years of credited service is equal to the actual years of service with Huntington. The Pension Review Committee may however, in its discretion, approve additional years of credited service in addition to those actually earned by a participant for the purposes of determining benefits under the SRIP.

Benefit figures shown are computed on the assumption that participants retire at age 65, the normal retirement age specified in the plans. None of the named executive officers is eligible for early retirement under either the Retirement Plan or the SRIP. The normal form of benefit under both the Retirement Plan and the SRIP is a life annuity. The Retirement Plan offers additional forms of distribution that are actuarially equivalent to the life annuity. As required by federal law, if a participant is married at the time his or her benefit commences, the participant must commence benefits in the form of a qualified joint and 50% survivor annuity unless the participant’s spouse consents to another form of distribution. In addition to various annuity forms of distribution, the Retirement Plan permits distribution in the form of a single lump sum under either of the following two circumstances: (I) the present value of the participant’s accrued benefit is less than $10,000; or (II) the participant terminates employment, is eligible for early or normal retirement, and elects to receive a lump sum distribution within 45 days of being notified of its availability.

Huntington has Executive Agreements with each of the persons named in the table of Summary Compensation. The Executive Agreements were entered into to provide protection for, and thus retain, its well-qualified executive officers notwithstanding any actual or threatened change in control of Huntington. Mr. Baldwin’s Executive Agreement was terminated effective upon his termination of employment as of December 31, 2006. Huntington entered into a Severance Agreement and an Addendum to Stock Options Agreement with Mr. Baldwin which provides for certain payments and benefits following his separation from Huntington. In addition, Mr. Hoaglin’s Employment Agreement provides for continuing payments to him upon the event of termination in certain situations other than a change in control.

The Executive Agreements were entered into effective January 1, 2006 and replaced previous executive agreements. Huntington engaged its outside compensation consultant in 2005 to evaluate its then existing executive agreements under current best practices. The updated agreements reflect a reduction in severance payments, by calculating payments based on target incentive awards as opposed to maximum incentive awards, as recommended by the compensation consultant.

the acquisition by any person of beneficial ownership of 25% or more of Huntington’s outstanding voting securities;

a change in the composition of the Board of Directors if a majority of the new directors were not appointed or nominated by the directors currently sitting on the Board of Directors or their subsequent nominees;

a merger involving Huntington where Huntington’s shareholders immediately prior to the merger own less than 51% of the combined voting power of the surviving entity immediately after the merger;

the dissolution of Huntington; and

a disposition of assets, reorganization, or other corporate event involving Huntington which would have the same effect as any of the above-described events.

Under each Executive Agreement, Huntington or its successor must provide severance benefits to the executive officer if such officer’s employment is terminated (other than on account of the officer’s death or disability or for cause):

by Huntington, at any time within 36 months after a change in control;

by Huntington, at any time prior to a change in control but after commencement of any discussions with a third party relating to a possible change in control involving such third party if the executive officer’s termination is in contemplation of such possible change in control and such change in control is actually consummated within 12 months after the date of such executive officer’s termination;

by the executive officer voluntarily with good reason at any time within 36 months after a change in control of Huntington; and

by the executive officer voluntarily with good reason at any time after commencement of change in control discussions if such change in control is actually consummated within 12 months after the date of such officer’s termination.

Good reason generally means the assignment to the executive officer of duties which are materially different from such duties prior to the change in control, a reduction in such officer’s salary or benefits, or a demand to relocate to an unacceptable location, made by Huntington or its successor either after a change in control or after the commencement of change in control discussions if such change or reduction is made in contemplation of a change in control and such change in control is actually consummated within 12 months after such change or reduction. An executive officer’s determination of good reason will be conclusive and binding upon the parties if made in good faith, except that, if the executive officer is serving as chief executive officer of Huntington immediately prior to a change in control, the occurrence of a change in control will be conclusively deemed to constitute good reason.

The executive officer’s severance payments and benefits under the Executive Agreements consist of:

in addition to any accrued compensation payable as of termination of employment, a lump-sum cash payment equal to three times (or, in the case of Messrs. Kimble and Benhase, two and one-half times, and in the case of Mr. Nelson, two times) the officer’s highest base annual salary;

in addition to any interim award that Huntington owes under the Management Incentive plan, a lump-sum cash payment equal to three times (or, in the case of Messrs. Kimble and Benhase, two and one-half times and in the case of Mr. Nelson, two times) the greater of the target annual incentive award for the executive’s incentive group for the calendar year during which the change in control occurs or the calendar year immediately preceding the year during which the change in control occurs;

in addition to any prorated long-term incentive award that Huntington owes under the long-term incentive plan program, a lump sum cash payment equal to the greater of the target long-term incentive plan award for the executive’s incentive group for the most recent performance cycle during which the change in control occurs or the performance cycle immediately preceding the most recent performance cycle during which the change in control occurs;

thirty-six months (or, in the case of Mr. Nelson, twenty-four months) of continued insurance benefits, provided that for Mr. Hoaglin, to the extent any employment agreement with Huntington provides the executive officer with greater health care benefits or with health care benefits for a longer period of time, then the employment agreement supersedes the Executive Agreement;

thirty-six months (or, in the case of Mr. Nelson, twenty-four months) of additional service credited for purposes of retirement benefits; and

all fees for outplacement services for the executive up to a maximum amount equal to 15% of the executives annual base salary;

stock, stock options, restricted stock, RSUs and other awards under Huntington’s stock and incentive plans become exercisable according to the terms of the plans; and

such other benefits that the executive was otherwise entitled to including perquisites, benefits, and service credit for benefits.

Each Executive Agreement also provides that Huntington will pay the executive officer such amounts as would be necessary to compensate such officer for any excise tax paid or incurred due to any severance payment or other benefit provided under the Executive Agreement, referred to as a tax gross-up. However, if the severance payments and benefits to Messrs. Kimble and Nelson and Benhase would be subject to any excise tax, but would not be subject to such tax if the total of such payments and benefits were reduced by 10% or less, then such payments and benefits will be reduced by the minimum amount necessary (not to exceed 10% of such payments and benefits) so that Huntington will not have to pay an excess severance payment and Messrs. Kimble and Nelson and Benhase will not be subject to an excise tax.

The Executive Agreements provide that, for a period of five years after any termination of the executive officer’s employment, Huntington will provide the executive officer with coverage under a standard directors’ and officers’ liability insurance policy at its expense, and will indemnify, hold harmless, and defend the officer to the fullest extent permitted under Maryland law against all expenses and liabilities reasonably incurred by the officer in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of having been a director or officer of Huntington or any subsidiary.

Huntington must pay the cost of counsel (legal and accounting) for an executive officer in the event such officer is required to enforce any of the rights granted under his Executive Agreement. In addition, the executive officer is entitled to prejudgment interest on any amounts found to be due in connection with any action taken to enforce such officer’s rights under the Executive Agreement at a rate equal to the prime commercial rate of The Huntington National Bank or its successor in effect from time to time plus 4%.

As a condition to receiving the payments and benefits under the Executive Agreements, the executive officer will be required to execute a release in the form determined by Huntington. Severance benefits payable in a lump sum will be paid not later than 45 business days following the date the executive’s employment terminates. The Executive Agreements are in effect through December 31, 2007 and are subject to automatic one-year renewals and to an extension for thirty-six months after any month in which a change of control occurs. An Executive Agreement will terminate if the employment of the executive officer terminates other than under circumstances which trigger the severance benefits.

The estimated payments and benefits that would be paid in the event each named executive officer is entitled to benefits under his or her Executive Agreement are set forth below. For purposes of quantifying these benefits, Huntington assumed that a change in control occurred on December 31, 2006 and that the executive officer’s employment was terminated on that date without cause. The closing price of share of Huntington common stock on that date was $23.75.

The table below illustrates the calculation of the tax gross-up amount and the final change in control value.

Huntington and Mr. Baldwin entered into a Severance Agreement, Release and Waiver of All Claims, referred to as the Severance Agreement, and an Addendum to Stock Options Agreement in connection with Mr. Baldwin’s separation of employment effective December 31, 2006.

Pursuant to the Severance Agreement Mr. Baldwin will receive the following payments and benefits, minus all applicable and required taxes, deductions and withholdings:

A one-time lump sum severance amount of $500,000, equal to one year’s salary.

Consideration for an award under the 2004 - 2006 cycle of the Long-Term Incentive Plan provided awards for the 2004 - 2006 cycle are paid to active eligible associates.

An amount equal to $104,167, as a pro-rated incentive payment under the 2005 - 2007 cycle of the Long-Term Incentive Plan.

Consideration for a Management Incentive Plan bonus payment for 2006, provided awards are paid to active eligible associates.

Compensation for tax and financial planning services incurred in 2007 of $10,000.

Additional years of service under Huntington’s Supplemental Retirement Income Plan of 1.33 years.

Huntington will issue payment to Mr. Baldwin for his severance payments as soon as administratively feasible after July 1, 2007. As reported in the table of Summary Compensation, the Compensation Committee approved for Mr. Baldwin a Management Incentive Plan bonus payment for 2006 in the amount of $371,325. Mr. Baldwin did not receive an award under the 2004-2006 cycle of the Long-Term Incentive Plan as no awards were paid for that cycle. The impact of the additional years of service credited under Huntington’s Supplemental Retirement Income Plan is detailed in the footnotes to the table of Pension Benefits above.

In exchange for the payments under the Severance Agreement, Mr. Baldwin gave Huntington a release of all claims. Mr. Baldwin agreed to a one-year non-solicitation agreement and a one-year non-compete agreement within a fifty-mile radius. Mr. Baldwin further acknowledged and agreed to continuing obligations under Huntington’s trade secret and confidentiality policies, and promised not to make any disparaging remarks at any time to anyone about Huntington, and to refrain from any conduct, activity or conversation that is intended to or does interfere with or disparage the relationships between Huntington and its employees, customers, suppliers or others.

Mr. Baldwin agreed that, except as set forth in the Severance Agreement and the Addendum to Stock Options Agreement, he would not be entitled to receive any other payments or compensation from Huntington. Mr. Baldwin further acknowledged that his Executive Agreement was revoked and terminated.

When Mr. Baldwin terminated his service with Huntington he had outstanding stock options under Huntington’s 2001 Stock and Long-Term Incentive Plan and 2004 Stock and Long-Term Incentive Plan, referred to collectively as the Stock Plans. The Compensation Committee, in its discretion as provided under the Stock Plans, specified that Mr. Baldwin’s termination of employment would be a “Retirement” for purposes of the Stock Plans. The result of the action is that each outstanding option will continue to be outstanding and exercisable following termination as provided in the Addendum. If this action had not been taken, Mr. Baldwin would have had a significantly reduced amount of time in which to exercise his options. The action resulted in an increase in the fair value of the stock options under FAS 123R, as disclosed in the table of Grants of Plan-Based Awards on page [ ]. This increase in fair value was recorded as a severance expense in the fourth quarter of 2006. To avoid the Compensation Committee’s action resulting in deferred compensation subject to Section 409A of the Internal Revenue Code, Huntington obtained Mr. Baldwin’s agreement to a more restrictive exercise schedule for the stock options pursuant to an Addendum to Stock Option Agreements, referred to as the Addendum. Under the Addendum, Mr. Baldwin must exercise each of his options only in certain specified years. The options must be exercised during the year specified or forfeited. In all cases no options are exercisable beyond their original expiration dates. Huntington has agreed to indemnify Mr. Baldwin for any additional taxes, including penalties and interest that he may incur under Code Section 409A.

The provisions of Mr. Hoaglin’s current employment agreement would have applied to any termination of employment that occurred on December 31, 2006. If the merger is consummated, the employment agreement described below will be replaced by the employment agreement described on page [ ].

Huntington may terminate Mr. Hoaglin’s employment agreement in the event Mr. Hoaglin becomes disabled, which disability continues for more than six consecutive months during a twelve-month period. In such event, Mr. Hoaglin will be entitled to his full compensation to the date of termination. Thereafter, Mr. Hoaglin will be entitled to two-thirds of his base salary, less any benefits he receives from any of Huntington’s disability insurance programs, until the earlier of termination of the disability or the end of the then current three-year term. Mr. Hoaglin’s compensation and benefits would be reinstated upon his return to employment. If Mr. Hoaglin’s employment was terminated due to disability as of December 31, 2006, Mr. Hoaglin would receive [ ].

In the event Mr. Hoaglin’s employment is terminated for cause, he will be entitled to receive only the compensation which he earned under Huntington’s incentive compensation plans as of the date of termination.

In the event Mr. Hoaglin’s employment is terminated by Huntington without cause, Mr. Hoaglin will be entitled to his minimum base salary, awards under the incentive compensation plans at not less than target levels, plus retirement and fringe benefits until the end of the then current three-year term or for two years after such termination, whichever period is longer. Mr. Hoaglin will be entitled to the same severance package if he were to

terminate the agreement during the initial term for good reason. Good reason means the withholding from Mr. Hoaglin of authority, duties, responsibilities, and status consistent with his position, the removal of Mr. Hoaglin from the board of directors of Huntington, or breach of the agreement by Huntington. If Mr. Hoaglin had been terminated without cause, or if Mr. Hoaglin terminates his employment for good reason, Mr. Hoaglin would be entitled to [ ].

In the event of Mr. Hoaglin’s death during the term of the agreement, his base salary will continue to be paid to his beneficiary for six months following the date of death. Any incentive compensation to which he would have been entitled will also be paid to his beneficiary. In the event Mr. Hoaglin had died on December 31, 2006, Mr. Hoaglin’s beneficiary would receive Mr. Hoaglin’s salary payments for six months ($[ ]) and the amount of Mr. Hoaglin’s Management Incentive Plan award for 2006, $820,477.

In the event that Huntington undergoes a change of control, Mr. Hoaglin will be entitled to the benefits set forth in his Executive Agreement as described above,

[If Mr. Hoaglin’s employment is terminated for any reason other than for cause, Huntington will provide Mr. Hoaglin and his spouse health insurance coverage comparable to the coverage provided during employment until the earlier of such time as Mr. Hoaglin is entitled to health care coverage under another employer’s plan, Mr. Hoaglin is eligible for Medicare or other comparable program, or he is entitled to health care insurance pursuant to any health care insurance plan provided by Huntington to retired employees.]

(4)	The directors did not receive stock options in 2006. Each director had stock option awards outstanding as of December 31, 2006 as follows:

Huntington compensates non-employee directors for their services as directors with retainer fees and meeting fees. Huntington pays each director an annual retainer of $35,000, payable in four equal quarterly installments. Huntington pays an additional annual retainer of $12,500 to the chairman of the Audit Committee, $5,000 to the chairman of the Executive Committee and $7,500 to the chairmen of all other standing committees of the board of directors, also payable in quarterly installments. In addition, Huntington pays meeting fees at the standard rate of $1,500 for each board of directors or committee meeting the director attends; $2,500 for Audit Committee meetings and $750 for each special, teleconference board of directors or committee meeting in which the director participates.

A director may defer all or any portion of the cash compensation otherwise payable to the director if he or she elects to participate in the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors. The plan allows the members of the board of directors to elect to defer receipt of all or a portion of the compensation payable to them in the future for services as directors. Huntington transfers cash equal to the compensation deferred pursuant to the plan to a trust fund where it is allocated to the accounts of the participating directors. The trustee of the plan has broad investment discretion over the trust fund and is authorized to invest in many forms of securities and other instruments, including Huntington common stock. During 2006, the trustee invested primarily in shares of Huntington common stock. As of December 31, 2006, the participating directors had account balances as set forth below.

A director’s account will be distributed either in a lump sum or in equal annual installments over a period of not more than ten years, as elected by each director. 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 plan including the assets of the trust fund are subject to the claims of the creditors of Huntington. The rights of a director or his or her beneficiaries to any of the assets of the plan are no greater than the rights of an unsecured general creditor of Huntington. Directors who are also employees of Huntington do not receive compensation as directors and are not eligible to participate in this deferred compensation plan.

Huntington considers equity awards for non-employee directors on an annual basis in amounts determined at the discretion of the Compensation Committee. On July 18, 2006 Huntington granted each non-employee director deferred stock awards of 2000 units. These units vested immediately and will be released to the respective directors 6 months following separation from service. Huntington has previously granted stock options to the non-employee directors, from 1997 through 2005.

Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm

The Audit Committee has again selected Deloitte & Touche LLP, an independent registered public accounting firm, and referred to as IRPAF, as Huntington’s IRPAF for 2007. Deloitte & Touche LLP has served as Huntington’s IRPAF since 2004. Although not required, shareholders are being asked to ratify the appointment of Deloitte & Touche LLP as IRPAF for Huntington for the year 2007. The Audit Committee will reconsider the appointment of Deloitte & Touche LLP if its selection is not ratified by the shareholders. Representatives of Deloitte & Touche LLP will be present at the annual meeting and will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Audit Fees. Audit fees are fees for professional services rendered for the audits of Huntington’s annual financial statements and internal control over financial reporting, review of the financial statements included in Forms 10-Q, and services that are normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements. The aggregate audit fees billed by Deloitte & Touche LLP for the fiscal years ended December 31, 2006 and December 31, 2005 were $1,506,508 and $1,476,898, respectively.

Audit-Related Fees.The aggregate fees billed by Deloitte & Touche LLP for audit-related services rendered for Huntington and its subsidiaries for the fiscal years ended December 31, 2006 and December 31, 2005 were $653,400 and $566,578, respectively. Audit related fees generally include fees for assurance services such as audits of subsidiaries and pension plans, compliance related to servicing of assets and service organization examinations.

Tax Fees. The aggregate fees billed by Deloitte & Touche LLP for tax-related services rendered for Huntington and its subsidiaries for the fiscal years ended December 31, 2006 and December 31, 2005 were $128,557 and $87,435, respectively. The tax-related services were all in the nature of tax compliance.

All Other Fees. For the fiscal years ended December 31, 2006 and December 31, 2005, Deloitte & Touche LLP did not bill Huntington and its subsidiaries for any other services.

The Audit Committee has a policy that it will pre-approve all audit and non-audit services provided by the IRPAF, and shall not engage the IRPAF to perform the specific non-audit services prohibited by law or regulation. Unless a type of service to be provided by Deloitte & Touche LLP has received general pre-approval, it will require specific pre-approval by the Audit Committee. The Audit Committee has given general pre-approval for specified audit, audit-related, tax and all other services. The terms of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different term. The Audit Committee will annually review and pre-approve the services that may be provided by Deloitte & Touche LLP without obtaining specific pre-approval from the Audit Committee. The Audit Committee will revise the list of general pre-approved services from time to time, based upon subsequent determinations. Pre-approval fee levels for all services to be provided by Deloitte & Touche LLP are established annually by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approval by the Audit Committee. The Audit Committee does not delegate its responsibilities to pre-approve services performed by Deloitte & Touche LLP to management. The Audit Committee may, however, delegate pre-approval authority to a member of its committee. The decisions of the member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has delegated pre-approval authority to its chairman. All of the services covered by the fees disclosed above were pre-approved by the Audit Committee or the chairman. The Audit Committee has considered and determined that the provision by Deloitte & Touche LLP of services described above is compatible with maintaining Deloitte & Touche LLP’s independence.

The Huntington board of directors recommends a voteFOR the ratification of the appointment of Deloitte & Touche LLP.

Each executive officer of Huntington is listed below, together with a statement of the business experience of that officer during at least the last five years. Executive officers are elected annually by the board of directors and serve at its pleasure.

THOMAS E. HOAGLIN, age 57, has served as Chief Executive Officer and President for both Huntington and The Huntington National Bank since February 2001, and as Chairman of the Board for both since August 2001. Prior to joining Huntington, Mr. Hoaglin served as Vice Chairman of AmSouth Bancorporation from February 2000 to August 2000. Mr. Hoaglin served as an officer in various positions during his 26-year career at Bank One Corporation until March 1999, including as Executive Vice President of Private Banking from October 1998 to March 1999, as Chairman and Chief Executive Officer of Banc One Services Corp. from June 1997 to October 1998, as Chairman of Project One from January 1996 to December 1998, as Chairman and Chief Executive Officer of Bank One Ohio Corporation from 1992 to 1995, and as President and Chief Operating Officer of Bank One Texas from 1989 to 1992.

DANIEL B. BENHASE, age 47, has served as Senior Executive Vice President of The Huntington National Bank since February 2005, as Senior Trust Officer since April 2002 and has managed the Bank’s Private Financial Group since June 2000. Mr. Benhase served as Executive Vice President of The Huntington National Bank from June 2000 to February 2005. Prior to joining Huntington, Mr. Benhase served as Executive Vice President for Firstar Corporation from 1994 to June 2000, and as Executive Vice President for Firstar Bank, N.A. from 1992 to 1994 where he was responsible for managing trust, investment management, private banking and brokerage activities.

RICHARD A. CHEAP, age 55, has served as General Counsel and Secretary for Huntington and as Executive Vice President, General Counsel, Secretary and Cashier of The Huntington National Bank since May 1998. Mr. Cheap has also served as a vice president and a director since April 2001, and as Secretary from April 2001 to December 2001, of Huntington Preferred Capital, Inc. Prior to joining Huntington, Mr. Cheap practiced law with the law firm of Porter, Wright, Morris & Arthur LLP, Columbus, Ohio, from 1981, and as a partner from 1987 to May 1998. While with Porter, Wright, Morris & Arthur LLP, Mr. Cheap represented Huntington in a variety of matters, including acting as lead attorney in negotiating the terms and documentation of most of Huntington’s bank acquisitions during the preceding nine years.

DONALD R. KIMBLE, age 47, has served as Chief Financial Officer for Huntington since August 2004. Mr. Kimble joined Huntington in June 2004 as Executive Vice President of Finance Administration. Mr. Kimble served as Controller from August 2004 to July 2006. Mr. Kimble has also served as President and a director of Huntington Preferred Capital, Inc. since August 2004. Prior to joining Huntington, Mr. Kimble served as Executive Vice President and Controller for AmSouth Bancorporation from December 2000 to June 2004, and previously held various accounting and subsidiary chief financial officer positions with Bank One Corporation from July 1987 to December 2000.

MARY W. NAVARRO, age 51, has served as Regional Banking Group President since April 2006 and as Senior Executive Vice President of The Huntington National Bank since February 2005 and has managed the retail banking line of business since June 2002 when she joined the Bank as Executive Vice President. Ms. Navarro also served as interim director of Human Resources for Huntington from September 2004 to February 2005. Prior to joining Huntington, Ms. Navarro served as Executive Vice President and Eastern Region Retail Manager for Bank One Corp. from 1996 to May 2002. Ms. Navarro served Bank One Corporation in various capacities from January 1986 and held many senior leadership positions including Small Business National Sales Manager, National Retail Business Credit Delivery Manager, Regional Business Banking Sales Manager, and Commercial Banking Manager.

JAMES W. NELSON, age 47, has served as Executive Vice President and Chief Risk Officer for Huntington since joining the company in November 2004 and is responsible for risk oversight across the company. Prior to joining Huntington, Mr. Nelson spent 17 years with the Federal Reserve Bank of Chicago in various capacities, most recently as Senior Vice President, Supervision and Regulation, from August 2002 to October 2004. In this capacity he directed the supervision of more than 1,000 bank holding companies, state member banks and U.S. foreign branches. He also served as chair of the Federal Reserve’s Regional Banking Organization Subcommittee and as a member of the Basel Implementation Council and of the Federal Reserve’s Strategic Planning Steering Committee.

NICHOLAS G. STANUTZ, age 52, has served as Senior Executive Vice President since February 2005 and as Group Manager for Dealer Sales since June 1999 for The Huntington National Bank. Mr. Stanutz served as Executive Vice President of The Huntington National Bank from June 1999 to February 2005. Prior thereto, Mr. Stanutz served as Senior Vice President from May 1986 to June 1999, as Product Manager for automobile financing from June 1994 to June 1999, and as Indiana Dealer Sales Manager from May 1986 to June 1994.

On June 2, 2005, Huntington announced that the SEC approved the settlement of its previously announced formal investigation into certain financial accounting matters relating to fiscal years 2002 and earlier and certain related disclosure matters. As a part of the settlement, the SEC instituted a cease and desist administrative proceeding and entered a cease and desist order and also filed a civil action in federal district court pursuant to which, without admitting or denying the allegations in the complaint, Huntington, its former chief financial officer, its former controller and Mr. Hoaglin consented to pay civil money penalties. Huntington consented to pay a penalty of $7.5 million. Without admitting or denying the charges in the administrative proceeding, Huntington and the individuals each agreed to cease and desist from committing and/or causing the violations charged as well as any future violations of these provisions. Additionally, Mr. Hoaglin agreed to pay disgorgement, pre-judgment interest and penalties in the amount of $667,609. Each of the former chief financial officer and the former controller also agreed to pay amounts consisting of disgorgement, pre-judgment interest and penalties and also consented to certain other non-monetary penalties.

Huntington is asking shareholders to vote to approve the 2007 Stock and Long-Term Incentive Plan, referred to as the 2007 Plan. The 2007 Plan was adopted by the board of directors effective for long-term performance award cycles beginning on or after January 1, 2007, and for grants of stock options, restricted stock, RSUs, stock appreciation rights and deferred stock on or after approval by Huntington’s shareholders at the annual meeting. The 2007 Plan was designed to replace, for future awards, Huntington’s existing 2004 Stock and Long-Term Incentive Plan, referred to as the 2004 Plan, which was approved by Huntington’s shareholders in 2004. With respect to long-term performance awards, there are two long-term incentive award cycles that have commenced under the 2004 Plan but are not yet completed (the 2005 - 2007 cycle and the 2006 - 2008 cycle). If the 2007 Plan is approved by shareholders, any long-term performance awards for the 2005 - 2007 cycle and the 2006 - 2008 cycle will be paid out of the shares authorized for the 2007 Plan. If shareholder approval is not obtained for the 2007 Plan at this annual meeting, no awards of any kind will be made under the 2007 Plan.

The information about the 2007 Plan that follows describes, among other things, the material provisions of the 2007 Plan document. This information is subject to, and qualified in its entirety by reference to, the 2007 Plan document, which is attached to this joint proxy statement/prospectus as Appendix G. We urge you to carefully read the 2007 Plan document in its entirety.

The Compensation Committee of the board of directors has worked with compensation consultants to review the role of long-term incentive compensation and equity compensation as part of Huntington’s overall total compensation package. After reviewing its total compensation package, Huntington believes that its equity

based compensation plans, including the 2004 Plan, have made a significant contribution to its success in attracting and retaining key employees and directors. One reason is that awards under the 2004 Plan were designed to establish a link between compensation and performance. For example, stock options provide value only to the extent Huntington’s stock price appreciates. RSUs and long-term performance awards require the attainment of specified performance goals as a condition to payment.

Huntington believes that these and other awards under the 2004 Plan provided significant motivation to executive officers and directors to maximize shareholder value. Further, the changing accounting, tax and regulatory environment may cause Huntington to reduce its reliance on stock options as a compensation vehicle in future years. For example, RSUs now have the same accounting treatment as stock options. Also, if participants elect to defer payment of their RSUs, and the deferral complies with Code Section 409A, the RSUs are taxed at distribution. This tax treatment may be advantageous to Huntington because allowing participants to delay payment (and taxation) of their RSUs past their vesting date could encourage participants to create more long-term value to Huntington.

Accordingly, Huntington believes that the 2007 Plan should provide the same types of awards that are available under the 2004 Plan. The ability to provide these types of awards under the 2007 Plan will provide Huntington with the flexibility to apply the most appropriate compensation vehicle to meet Huntington’s needs over the duration of the 2007 Plan. The 2007 Plan authorizes 9,000,000 shares. The 2007 Plan is being submitted to the shareholders for approval in order to comply with the applicable requirements of the Nasdaq Stock Market and to qualify certain awards made to certain officers as deductible for federal income tax purposes under Code Section 162(m). Shareholder approval is also necessary under the federal income tax rules with respect to the qualification of incentive stock options.

The 2007 Plan is substantially similar to the 2004 Plan and incorporates key corporate governance practices:

The option price of any option and the exercise price of any stock appreciation right may not be altered or repriced without shareholder approval;

Limits are imposed on the use of “whole share” grants/awards (that is, awards other than options and stock appreciation rights);

Stock options and stock appreciation rights must be granted at not less than 100% of the fair market value on the date of grant;

The structure of the plan facilitates compliance with Code Section 162(m);

Performance goals may be imposed on any grants as deemed appropriate by the Compensation Committee; and

Forfeiture provisions enable the Compensation Committee to cancel awards and/or to require payback of any gains/awards which are tainted by misconduct of the participant.

The 2007 Plan reserves for issuance a maximum aggregate amount of 9,000,000 shares of Huntington’s common stock. This amount would include approximately 3,800,000 shares of common stock previously authorized and approved for issuance under the 2004 Plan that are not subject to outstanding awards and remain available for the issuance of additional awards. If the 2007 Plan is approved by the shareholders, no further grants of stock options or restricted stock will be made, and no further long-term incentive award performance cycles will commence, under the 2004 Plan and these remaining shares will be made available to the 2007 Plan. Accordingly, the number of additional shares to be reserved beyond the shares previously authorized and available is 5,200,000. This amount is equal to approximately 2.21% of Huntington’s shares outstanding as of December 31, 2006. The market value of the 9,000,000 shares of Huntington’s common stock to be subject to the 2007 Plan was approximately $213,750,000 on December 31, 2006. Any shares issued under the 2007 Plan may be authorized and unissued shares, shares purchased in the open market or shares held in treasury stock.

No more than 50% of the shares authorized for the 2007 Plan may be used for restricted stock awards, awards of RSUs, awards of deferred stock and long-term performance awards. No awards may be made on or after December 31, 2016. The shares authorized for issuance under the 2007 Plan and the number of shares subject to any specific award are subject to adjustment for stock dividends, stock splits, spin offs, mergers or other reorganizations as necessary to prevent dilution or enlargement of participants’ rights. Any shares that are subject to an award that terminates, expires or lapses for any reason will be available for future grants of awards. Further, unless otherwise required by applicable law or regulation, any shares granted through the assumption of or in substitution for outstanding awards granted by a company that is merged, consolidated with or acquired by Huntington will not be subject to the share limitations of the 2007 Plan.

The 2007 Plan is designed to provide Huntington flexibility in its ability to motivate, attract and retain the services of participants who make significant contributions to Huntington’s success and creation of shareholder value. Additional objectives of the 2007 Plan are to:

help optimize the profitability and growth of Huntington through stock-based incentives which are consistent with Huntington’s objectives and which link the interests of the participants to those of the shareholders;

induce participants to strive for the highest level of performance;

promote teamwork; and

allow participants to share in Huntington’s success

The Compensation Committee of the board of directors will administer the 2007 Plan. For purposes of granting, administering and certifying awards to those the Compensation Committee designates as covered officers the Compensation Committee or any sub-committee acting on its behalf will be composed of 2 or more members of the board of directors each of whom is an “outside director” within the meaning of Code Section 162(m) and a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. Any Compensation Committee member who is not an “outside director” within the meaning of Code Section 162(m) will abstain from participating in any decision to grant, administer or certify awards to covered officers.

Persons eligible to participate in the 2007 Plan are any employee and any non-employee director of Huntington or its subsidiaries. As of December 31, 2006, Huntington and its subsidiaries had 8,390 active employees and 10 non-employee directors who could be eligible to participate in the 2007 Plan. Participants are selected by the Compensation Committee, which also administers the 2007 Plan. Employees are eligible to receive all types of awards under the 2007 Plan, while non-employee directors are only eligible to receive non-qualified stock options, restricted stock awards, RSUs and deferred stock awards.

The Compensation Committee will select the participants in the plan, determine the sizes and types of awards, and determine the terms and conditions of awards. As stated above, the Compensation Committee may from time to time grant stock options, shares of restricted stock, RSUs, stock appreciation rights, deferred stock awards and long-term performance awards. Each award will be evidenced by a written award agreement setting forth the applicable terms and provisions.

Stock Options. Grants of stock options are subject to the following restrictions and limitations:

Options for no more than 4,000,000 shares may be awarded under the 2007 Plan to any participant over any five-year period. Any shares subject to an award of stock appreciation rights to a participant during the same five-year period will count toward this limitation.

The Compensation Committee may not grant an option to a participant if the sum of the number of shares then subject to all options held by such participant plus the shares then owned or deemed to be owned under the Code by such participant would constitute more than 10% of the total combined voting power of all classes of stock of Huntington.

The Compensation Committee may not grant incentive stock options to any non-employee director.

The Compensation Committee may not grant incentive stock options to any employee if the aggregate fair market value of shares underlying all incentive stock options granted under any of Huntington’s plans exercisable for the first time by such employee during any calendar year exceeds $100,000. Any excess will be deemed a non-qualified stock option.

The option price for each grant must be at least 100% of the fair market value of a share of Huntington common stock on the date the option is granted. Generally, the fair market value of a share on any given date will be the closing price for which a share was sold on the Nasdaq Stock Market on that date.

No option may be exercisable on or after the tenth anniversary date of its grant.

Each stock option agreement will specify the date of grant, the option price, the number of shares to which the option relates, whether the option is intended to be an incentive stock option or a non-qualified stock option, the duration of the option, any time-based vesting restrictions, and any other provision determined by the Compensation Committee.

by tendering either, or a combination of, cash and/or previously acquired shares that have been held for six months;

through a broker-facilitated cashless exercise procedure acceptable to the Compensation Committee; or

by any other means which the Compensation Committee determines to be consistent with the plan’s purpose and applicable law.

If shares acquired upon exercise of incentive stock options are disposed of by a participant prior to either two years from the date of grant or one year from the date of exercise, or otherwise in a “disqualifying disposition” under the Code, the participant must notify Huntington in writing. Further, in such event, the participant will also cooperate with respect to any tax withholding obligations resulting from such disqualifying disposition.

The transfer of stock options is limited. In general, no stock option granted under the 2007 Plan may be sold, transferred, pledged, assigned, or otherwise alienated, other than by will or by the laws of descent and distribution.

Except as otherwise provided in an award agreement or determined by the Compensation Committee, upon termination of employment for any reason other than death, retirement or change in control, the participant’s rights under each then outstanding unvested option shall be forfeited and any vested option shall terminate upon the earlier of the expiration date of the option or 60 days after the participant’s termination of employment, unless such termination of employment was for cause. If the employment is terminated for cause, the rights under each outstanding option granted to the participant terminate immediately. In the event a participant retires under one of the Huntington’s retirement plans, or is determined to be so retired by the Compensation Committee, each

of such participant’s then outstanding unvested options will be forfeited and any vested option will continue to be exercisable in accordance with their terms until the expiration date of such options. Each then outstanding vested incentive stock option not exercised within three months of a participant’s retirement will automatically convert to a non-qualified stock option. If a participant dies while employed or after retirement, his or her options become exercisable in full and may be exercised by the participant’s executor or beneficiaries until the earlier of the expiration date of such options or 13 months from the date of the participant’s death. In addition, the Compensation Committee has the authority to include such other termination provisions in stock option agreements which it deems advisable. These provisions need not be uniform among all participants and may reflect distinctions based upon the reason for termination of employment.

Outstanding options granted to a non-employee director terminate no later than 13 months after the date such non-employee director ceases to be a director for any reason other than retirement, death or a change in control. Upon the retirement of a non-employee director, his or her options become exercisable in full and may be exercised until their expiration date In the event of the non-employee director’s death while serving as a non-employee director, or death after retirement as a non-employee director, all such outstanding options granted to the non-employee director will become exercisable in full, and the executor or administrator of such non-employee director’s estate or a person or persons who have acquired the options directly from such non-employee director by bequest, inheritance or by reason of written designation as a beneficiary on a form proscribed by Huntington, will have until the expiration dates of such options or 13 months after the non-employee director’s date of death, whichever first occurs, to exercise such options.

Restricted Stock Awards. Each restricted stock agreement will specify the number of restricted shares granted, the period of restriction, and such other provisions as the Compensation Committee may determine. Other restrictions the Compensation Committee may impose include a stipulated purchase price, restrictions based upon achievement of specific performance objectives (corporate wide, business and/or individual), qualifying performance criteria, a performance cycle, any time-based restrictions, and/or any restrictions under applicable federal or state securities laws. If the period of restriction is based on the passage of time, the period of restriction, unless waived by the Compensation Committee, will be not less than six months from the date of grant.

Certificates representing shares of restricted stock will be retained in Huntington’s possession until such time as the Compensation Committee determines that all conditions and/or restrictions applicable to such shares have been satisfied. At the Compensation Committee’s discretion, during the period of restriction, participants may exercise full voting rights with respect to the restricted shares and may be credited with regular cash dividends paid on such shares. Such dividends may be paid currently, accrued as contingent cash obligations, or converted into additional shares of restricted stock, upon such terms as the Compensation Committee establishes. Shares of restricted stock will become freely transferable by the participant after the last day of the applicable period of restriction. The maximum aggregate cash equivalent value of shares of restricted stock that may be awarded to a participant for any calendar year will be $4,000,000. The cash equivalent value of any awards of RSUs and/or deferred stock awarded to such participant for such calendar year will count toward this limitation.

RSUs.Each agreement for restricted stock units, or RSUs, will specify the number of RSUs granted, the form of payment of the RSU, the period of restriction and such other provisions as the Compensation Committee may determine. Other restrictions the Compensation Committee may impose include a stipulated purchase price, restrictions based upon achievement of specific performance objectives (corporate wide, business and/or individual), qualifying performance criteria, a performance cycle, time-based restrictions and/or any restrictions under applicable federal or state securities laws. If the period of restriction is based on the passage of time, the period of restriction, unless waived by the Compensation Committee, will be not less than six months from the date of grant.

During the period of restriction, participants holding RSUs may not exercise any voting rights and will not be entitled to any dividends or dividend equivalents with respect to the RSUs, unless otherwise determined by the Compensation Committee in its discretion. Participants have no right to transfer any rights with respect to RSUs

during the period of restriction. The maximum aggregate cash equivalent value of an award of RSUs that may be awarded to a participant for any calendar year will be $4,000,000. The cash equivalent value of any awards of restricted stock and/or deferred stock awarded to such participant for such calendar year will count toward this limitation.

Stock Appreciation Rights. A SAR will represent a right to receive a payment in cash, shares, or a combination thereof, equal to the excess of the fair market value of a specified number of shares on the date the SAR is exercised over an amount which will be no less than the fair market value on the date the SAR was granted (or the option price for SARs granted in tandem with an option). Each SAR agreement will specify the exercise price, the duration of the stock appreciation right, the number of shares to which the rights pertain, the form of payment of the SAR upon exercise, whether the stock appreciation right is granted in tandem with the grant of a stock option or is freestanding, and such other provisions as the Compensation Committee may determine. SARs will be exercisable at such times and be subject to such restrictions and conditions as the Compensation Committee will approve and be set forth in the award agreement, which need not be the same for each grant or each participant. No SAR will be exercisable on or later than the tenth anniversary of the date of its grant.

SARs granted in tandem with the grant of a stock option may be exercised for all or part of the shares subject to the related option upon the surrender of the right to exercise the equivalent portion of the related option. SARs granted in tandem with the grant of a stock option may be exercised only with respect to the shares for which the related option is then exercisable.

With respect to SARs granted in tandem with an incentive stock option, such SAR will expire no later than the expiration of the underlying incentive stock option. In addition, the value of the payout with respect to such SARs may be for no more than 100% of the difference between the exercise price for the underlying option and the fair market value of the shares subject to the option at the time the stock appreciation right is exercised. SARs granted independently from the grant of a stock option may be exercised upon the terms and conditions stated in the applicable award agreement.

Award agreements for stock appreciation rights will set forth the extent to which the participant will have the right to exercise SARs following termination of employment. Such provisions will be determined in the sole discretion of the Compensation Committee and need not be uniform among all the SARs granted and may reflect distinctions based on the reasons for termination of employment. No SAR granted under the 2007 Plan may be sold, transferred, pledged, assigned, or otherwise alienated, other than by will or by the laws of descent and distribution, unless otherwise determined by the Compensation Committee in its discretion. SARs granted in tandem with an incentive stock option will be exercisable during the participant’s lifetime only by such participant. The maximum aggregate number of shares which may be subject to one or more SAR awards (whether settled in cash, shares, or a combination thereof) to a participant shall be 4,000,000 shares over any five-year period. Any shares subject to options awarded to such participant over the same five-year period will count toward this limitation.

Deferred Stock Awards. Each deferred stock grant or sale will constitute the agreement by Huntington to deliver shares to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the deferral periods as the Compensation Committee may specify. Each such grant or sale may be made without additional consideration or in consideration of a payment that is less than the fair market value of the shares on the date of grant. Each deferred stock agreement will specify the form of payment of the award and contain such terms and provisions, consistent with the 2007 Plan, as the Compensation Committee may approve. Each grant or sale of deferred stock will be subject to a deferral period of not less than one year, as determined by the Compensation Committee at the date of grant.

During the deferral period, the participant will have no rights of ownership in the shares of deferred stock and will have no right to vote them, unless otherwise determined by the Compensation Committee in its discretion. The Compensation Committee may, at or after the date of grant, authorize payment of dividend equivalents on any shares of deferred stock during the deferral period on either a current, deferred or contingent

basis, either in cash or in additional shares. Participants have no right to transfer any rights with respect to the deferred stock during the deferral period. The maximum aggregate cash equivalent value of an award of shares of deferred stock that may be awarded to any participant for any calendar year will be $4,000,000. The cash equivalent value of any awards of restricted stock and/or RSUs awarded to such participant for such calendar year will count toward this limitation.

Long-Term Performance Awards. Long-term performance awards may be in the form of shares and/or cash in amounts and upon terms as determined by the Compensation Committee. The Compensation Committee will set performance objectives which, depending upon the extent to which they are met, will determine the number of shares and/or value of long-term performance awards that will be paid to a participant. The Compensation Committee will establish two-, three-, or four-year performance cycles for each award and may impose other conditions and restrictions, including restrictions based upon achievement of specific performance objectives (corporate wide, business and/or individual), qualifying performance criteria, any time-based restrictions or any restrictions under applicable federal or state securities laws.

After the end of a performance cycle, the participant will be entitled to receive payments of the amount of shares and/or cash earned by the participant over the performance cycle; provided, however, that except in the case of a change in control, the Compensation Committee has the discretion to reduce or eliminate an award that would otherwise be payable. Payment of awards will be made in the form of cash or in shares of common stock, or in a combination thereof which have an aggregate fair market value equal to the value of the earned award at the close of the cycle. The Compensation Committee may place restrictions on shares of common stock awarded. Except in the case of a change in control, a participant must remain employed by Huntington until the date of payment in order to be entitled to a payment of a long-term performance award unless the Compensation Committee, in its discretion, provides for a partial or full payment to a participant who is not employed at the time of payment.

No payment of a long-term performance award under the 2007 Plan for any specified cycle to a participant may exceed $4,000,000 in cash or its equivalent in shares. Long-term performance awards may not be sold, transferred, pledged, or otherwise alienated, other than by will or the laws of descent and distribution.

Within 90 days of the beginning of each performance cycle, or such earlier or later date as may be permitted by Code Section 162(m), the Compensation Committee will designate those participants, referred to as covered officers, whose awards under the 2007 Plan will be calculated pursuant to the qualified performance-based compensation provisions of Code Section 162(m) and establish the “qualifying performance criteria” applicable to the performance cycle for each so designated covered officer. For purposes of the 2007 Plan, “qualifying performance criteria” will be any of the following performance criteria:

return on equity, return on average equity or return on tangible common equity (defined as a ratio, the numerator of which is income before amortization of intangibles and the denominator of which is tangible common equity);

return on assets or return on average assets;

efficiency ratio determined as the ratio of total non-interest operating expenses (less amortization of intangibles) divided by total revenues (less net security gains);

non-interest income to total revenue ratio;

net interest margin;

credit quality measures (including non-performing asset ratio, net charge-off ratio and reserve coverage on non-performing loans);

net operating profit;

non-interest income growth;

total shareholder return;

productivity ratios;

interest income; and

other strategic milestones based on objective criteria established by the Compensation Committee, provided that with respect to covered officers, such strategic milestones must be approved by the shareholders prior to the payment of the award.

Qualifying performance criteria may be expressed in terms of (1) attaining a specified absolute level of the criteria, or (2) a percentage increase or decrease in the criteria compared to a pre-established target, previous years’ results, or a designated market index or comparison group, all as determined by the Compensation Committee. The qualifying performance criteria may be applied either to Huntington as a whole or to a business unit or subsidiary, as determined by the Compensation Committee. Qualifying performance criteria may be different for different Participants, as determined in the discretion of the Compensation Committee.

In determining whether a performance goal has been met, the Compensation Committee may include or exclude “extraordinary events” (as defined below), or any other objective events or occurrences of a similar nature in determining whether a performance goal based on the qualifying performance criteria has been achieved. Notwithstanding the above, the attainment of the performance goals and the determination of results for designated covered officers will be evaluated entirely on the qualifying performance criteria. Extraordinary events may only be considered in reducing an award that would otherwise be payable to a covered officer. Furthermore, the Compensation Committee does have the discretion to reduce or eliminate an award for any participant, including an award to a covered officer, based on the Compensation Committee’s evaluation of extraordinary events or other factors. Under no circumstances may the Compensation Committee increase an award paid to any designated covered officer above the amount which was determined based upon the covered officer’s pre-established performance goals for the applicable performance cycle. Awards may be paid to covered officers only after the Compensation Committee has certified in writing that the performance goals have been met. Extraordinary events are:

changes in tax law, generally accepted accounting principles or other such laws or provisions affecting reported financial results;

accruals for reorganization and restructuring programs;

special gains or losses in connection with mergers and acquisitions or on the sale of branches or significant portions of the company;

any extraordinary non-recurring items described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operation appearing or incorporated by reference in the Annual Report on Form 10-K filed with the SEC;

losses on the early repayment of debt; or

any other events of occurrences of a similar nature.

For purposes of granting, administering and certifying awards to covered officers, the Compensation Committee or any sub-committee acting on its behalf will be composed of 2 or more directors, each of whom is an “outside director” within the meaning of Code Section 162(m). Any Compensation Committee member who is not an “outside director” will abstain from participating in any decision to grant, administer, or certify awards to covered officers.

The maximum aggregate number of shares which may be subject to (1) option by one or more option awards, (2) one or more SAR awards (whether settled in cash, shares or any combination thereof), or (3) any combination of option awards or SAR awards to a participant will be 4,000,000 shares over any 5-year period. Further, the maximum amount of compensation (whether represented by shares, cash or a combination thereof) that may be payable to a participant, including a covered officer, with respect to any specified performance cycle, pursuant to the attainment of a performance goal associated with a long-term performance award, restricted stock award, RSU award or deferred stock award will be $4,000,000 for each type of award.

Unless otherwise specifically prohibited under applicable law, upon the occurrence of a change in control:

All options and stock appreciation rights granted under the 2007 Plan will become immediately exercisable in full;

All such options and stock appreciation rights will remain exercisable throughout their term notwithstanding the death, retirement or termination of employment or directorship of the participant;

All non-performance based restriction periods or restrictions imposed on shares of restricted stock, RSUs, stock appreciation rights and deferred stock will lapse; and

All long-term performance awards and performance based awards of shares of restricted stock, RSUs, stock appreciation rights and shares of deferred stock will be measured as of the date of the change in control and will be paid within thirty days following the change in control in a pro rata amount based upon the actual results and the length of time which has elapsed prior to the change in control.

anyone other than a director or officer or an affiliate of a director or officer becomes the beneficial owner of 35% or more of Huntington’s voting power;

the current directors of Huntington, together with all subsequently elected directors whose election or nomination was approved by the current directors, no longer constitute at least a majority of Huntington’s board of directors;

Huntington merges or consolidates with another entity and the shareholders of Huntington immediately prior to the merger or consolidation hold less than 51% of the combined entity immediately after the merger or consolidation;

there is a sale or other disposition of 50% or more of the assets or earning power of Huntington;

Huntington is liquidated or dissolved; or

there is a reorganization, recapitalization, or other transaction which has the same effect as any of the foregoing.

Based on management’s understanding of current federal income tax laws, the federal income tax consequences of awards under the 2007 Plan are, generally, as follows:

Options and SARs. In general, a recipient of an option or SAR granted under the 2007 Plan will not have regular taxable income at the time of grant.

Upon exercise of a non-qualified stock option or SAR, the optionee generally must recognize taxable income in an amount equal to the fair market value on the date of exercise of the shares exercised, minus the exercise price. The tax basis for the shares purchased is their fair market value on the date of exercise. Any gain or loss recognized upon any later sale or other disposition of the acquired shares generally will be capital gain or loss. The character of such capital gain or loss (short-term or long-term) will depend upon the length of time that the optionee holds the shares prior to the sale or disposition. Generally, such shares must be held at least 12 months in order for long-term capital gains tax rates to apply.

An optionee generally will not be required to recognize any regular taxable income upon the exercise of an incentive stock option, provided that the optionee does not dispose of the shares issued to him or her upon exercise of the option within the two-year period after the date of grant and within one year after the receipt of the shares by the optionee. The optionee will have alternative minimum taxable income equal to the amount by which the fair market value of the shares on the exercise date exceeds the purchase price. An optionee will recognize ordinary taxable income upon the exercise of an incentive stock option if such optionee uses the broker-assisted cashless exercise method. Provided the optionee does not recognize regular taxable income upon exercise, the tax basis for the shares purchased is equal to the exercise price. Upon a later sale or other disposition of the shares, the optionee must recognize long-term capital gain or ordinary taxable income, depending upon whether the optionee holds the shares for specified holding periods.

Restricted Stock. In general, a participant who receives restricted stock will not recognize taxable income upon receipt, but instead will recognize ordinary income when the shares are no longer subject to restrictions. Alternatively, unless prohibited by the Compensation Committee, a participant may elect under Code Section 83(b) to be taxed at the time of receipt, provided the participant provides the Compensation Committee with ten days’ prior written notice of his or her intent to do so. In all cases, the amount of ordinary income recognized by the participant will be equal to the fair market value of the shares at the time income is recognized, less the amount of any price paid for the shares. In general, any gain recognized thereafter will be capital gain.

RSUs. In general, a participant who is awarded RSUs will not recognize taxable income upon receipt. When a participant receives payment for an award of RSUs in shares or cash, the fair market value of the shares or the amount of cash received will be taxed to the participant at ordinary income rates. However, if any shares used to pay out RSUs are nontransferable and subject to a substantial risk of forfeiture, the taxable event is deferred until either the restriction on transferability or the risk of forfeiture lapses. In general, any gain recognized thereafter will be capital gain.

Deferred Stock. In general, a participant who receives an award of deferred stock will not recognize taxable income upon receipt, but instead will be subject to tax at ordinary income rates on the fair market value of any nonrestricted stock on the date that such stock is transferred to the participant under the award, reduced by any amount paid by the participant for such stock. In general, any gain recognized thereafter will be capital gain.

Withholding Requirements. A participant may satisfy tax withholding requirements under federal and state tax laws in connection with the exercise or receipt of an award by electing to have shares withheld at the minimum statutory tax withholding rate, or by delivering to Huntington already-owned shares, having a value equal to the amount required to be withheld.

Deduction Limits and Performance Measures. Huntington generally will be entitled to a tax deduction in connection with an award made under the 2007 Plan only to the extent that the participant recognizes ordinary income from the award. Code Section 162(m) contains special rules regarding the federal income tax deductibility of compensation paid to Huntington’s chief executive officer and to each of Huntington’s other four most highly compensated executive officers. The general rule is that annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000 for a taxable year or qualifies as “performance-based” compensation under Code Section 162(m). The 2007 Plan has been designed so that, assuming its approval by Huntington’s shareholders at the annual meeting, awards to designated covered officers should qualify as performance-based compensation under Code Section 162(m). The Compensation Committee has also reserved the right, with respect to any award or awards, to determine that compliance with Code Section 162(m) is not desired after consideration of the goals of Huntington’s executive compensation philosophy and whether it is in the best interests of Huntington to have such award so qualified.

Code Section 409A Compliance. Code Section 409A provides that covered amounts deferred under a non-qualified deferred compensation plan are includable in the participant’s gross income to the extent not subject to a substantial risk of forfeiture and not previously included in income, unless certain requirements are met, including limitations on the timing of deferral elections and events that may trigger the distribution of deferred amounts.

Based on proposed regulations and other guidance issued under Code Section 409A, the awards under the 2007 Plan could be affected. In general, if an award either (1) meets the requirements imposed by Code Section 409A or (2) qualifies for an exception from coverage of Code Section 409A, the tax consequences described above will continue to apply. If an award is subject to Code Section 409A and does not comply with the requirements of Code Section 409A, then amounts deferred in the current year and in previous years will become subject to immediate taxation to the participant, and the participant will be required to pay (1) a penalty equal to interest at the underpayment rate plus 1% on the tax that should have been paid on the amount of the original deferral and any related earnings and (2) in addition to any regular tax, an excise tax equal to 20% of the original deferral and any earnings credited on the deferral.

Huntington has designed the 2007 Plan so that awards either comply with, or are exempt from coverage of, Code Section 409A. Huntington intends to continue to review the terms of the 2007 Plan and may, subject to the terms of the 2007 Plan, adopt additional amendments to comply with current and additional guidance issued under Code Section 409A.

Huntington does not intend the preceding discussion to be a complete explanation of all of the income tax consequences of participating in the 2007 Plan. Participants in the 2007 Plan should consult their own personal tax advisors to determine the particular tax consequences of the 2007 Plan to them, including the application and effect of foreign, state and local taxes, and any changes in the federal tax laws from the date of this joint proxy statement/~~prospectus~~prospectus.

The Compensation Committee is given broad discretion to interpret the 2007 Plan and establish rules for the plan’s administration, except as may be limited by law or Huntington’s Charter or Bylaws. The Compensation Committee may correct any defect, supply any omission, or reconcile any inconsistency in the 2007 Plan or any award in order to carry out the plan as intended. To the extent permitted by law, the Compensation Committee may delegate its authority under the 2007 Plan.

Nothing in the 2007 Plan limits Huntington’s right to terminate any participant’s employment at any time, with or without cause, nor confers upon any participant any right to continued employment with Huntington. The plan does not give any participant any interest, lien or claim against any specific asset of Huntington, and thus, the participant will have only the rights of a general unsecured creditor of Huntington. Huntington has the right to deduct or withhold, or require the participant to remit, an amount sufficient to satisfy federal, state and local

taxes, domestic or foreign, required to be withheld with respect to any taxable event arising under the 2007 Plan. The participant may elect to have Huntington withhold shares having a fair market value equal to the minimum statutory federal, state and local tax rates. Alternatively, the participant may deliver shares that have been held at least six months to satisfy the tax withholding obligation related to the transaction. Participants may name beneficiaries to receive his or her benefits under the 2007 Plan in case the participant dies before he or she receives such benefit.

The Compensation Committee may permit or require a participant to defer receipt of an award which would otherwise be due the participant. In that event, the Compensation Committee may establish procedures for payment of such deferred awards, including the payment of interest or dividend equivalents. Except following a change in control, in the event the Compensation Committee determines that a participant has committed a serious breach of conduct (which includes, without limitation, any conduct prejudicial to or in conflict with Huntington or any securities law violations including any violations under the Sarbanes-Oxley Act of 2002) or has solicited or taken away customers or potential customers with whom the participant had contact during the participant’s employment with Huntington, the Compensation Committee may terminate any outstanding award, in whole or in part, whether or not yet vested. In addition, if such conduct or activity occurs within three years of the exercise or payment of an award, the Compensation Committee may require the participant or former participant to repay to Huntington any gain realized or payment received upon exercise or payment of such award.

Except in the case of a change in control or where shareholder approval is required, the Compensation Committee or the board of directors will have the authority to alter, suspend or terminate the plan in whole or in part at any time. Shareholder approval is required to change the stated maximum limits on shares and cash awards, change the minimum option price of an option, change the eligible participants, change the qualifying performance criteria and maximum awards for covered officers, or reprice or alter the option price of stock options or the exercise price of SARs.

It is not possible to state in advance the exact number, types or values of awards that may be made or the identity of the employees and directors who may receive awards under the 2007 Plan. It is also not possible to determine the awards that might have been paid in 2006 if the 2007 Plan had then been in effect then because the Compensation Committee has discretion to determine the sizes and types of awards to be granted under the 2007 Plan. Any actual awards, however, which are made to Huntington’s named executive officers and directors will be reported as required in Huntington’s future proxy statements.

As noted above, the 2007 Plan is being submitted to the shareholders for approval in order to comply with the applicable requirements of the Nasdaq Stock Market and to qualify certain awards made to certain officers as deductible for federal income tax purposes under Code Section 162(m). Further, shareholder approval is also necessary under the federal income tax rules with respect to the qualification of incentive stock options. A vote in favor of adopting the 2007 Plan will constitute approval of all terms of the plan, including the adoption of all qualifying performance criteria identified above, the eligible employees, the maximum award payable to a participant, and other terms applicable to covered officers.

Huntington believes that its equity based compensation plans have made a significant contribution to its success in attracting and retaining key employees and directors.

The Huntington board of directors recommends a voteFOR the approval of the 2007 Stock and Long-Term Incentive Plan.

Shareholders are being asked to vote to approve the First Amendment to the Huntington Bancshares Incorporated Management Incentive Plan, referred to as First Amendment, at this annual meeting. Shareholders previously approved the Management Incentive Plan in 2004 in order to qualify certain awards made to certain officers for plan years beginning on or after January 1, 2004 as deductible for federal income tax purposes under Code Section 162(m). Code Section 162(m) requires shareholder approval of the material terms of the plan at least every five years. The material terms of the plan include the employees eligible to receive awards, a description of the business criteria (described as “qualifying performance criteria”) upon which the performance goals are based, and the ~~completion~~maximum award payable to a participant.The First Amendment expands the definition of “qualifying performance criteria” and revises the definition of “extraordinary events” as further described below.

Huntington believes that its annual cash incentive awards program under the Management Incentive Plan has made a significant contribution to its success in attracting and retaining key employees. If shareholder approval is not obtained for the First Amendment, the Management Incentive Plan will remain in effect and operation as previously approved. Huntington’s ability to deduct any future annual incentive payments to covered officers (defined below) may be impacted to the extent a covered officer’s non-performance based compensation exceeds $1,000,000 for a taxable year. See below “Performance Criteria and Goals; Code Section 162(m) Considerations.”

The purpose of the Management Incentive Plan is to encourage, recognize, and reward exceptional levels of corporate, business unit, and individual performance. The Management Incentive Plan is intended to link the interests of eligible officers with the interests of Huntington, by providing incentive for key employees whose sustained performance directly influences the creation of shareholder value.

The Compensation Committee of Huntington’s board of directors administers the Management Incentive Plan. For purposes of granting, administering and certifying awards to those covered officers (defined below) the Compensation Committee designates as covered officers, the Compensation Committee or any sub-committee acting on its behalf will be composed of 2 or more members of the Board each of whom is an “outside director” within the meaning of Code Section 162(m). Any Compensation Committee member who is not an “outside director” within the meaning of Code Section 162(m) will abstain from participating in any decision to grant, administer, or certify awards to covered officers.

Officers of Huntington and its subsidiaries are eligible to participate in the Management Incentive Plan. Participation is limited to officers who are specified by the Compensation Committee of the board of directors to be key employees whose performance may, in the opinion of the Compensation Committee, significantly contribute to the strategic performance and growth of Huntington. It is anticipated that approximately 330 officers will participate in the Management Incentive Plan for the plan year beginning on January 1, 2007. Directors who are not also officers of Huntington are not eligible to participate in the Management Incentive Plan.

Awards under the Management Incentive Plan may be based upon corporate, business unit, and individual performance. Generally, awards will be determined based upon performance goals established pursuant to “qualifying performance criteria” selected by the Compensation Committee and evaluations of the participant’s business unit and individual performance. The participant’s appropriate manager or senior officer will make such

evaluations. The Compensation Committee may select different “qualifying performance criteria” for different incentive groups. The Compensation Committee will establish annual written performance goals reflecting corporate performance. Performance goals for participants who are not Covered Officers may be revised during the plan year based on extraordinary events or other factors. Potential awards, expressed as a percentage of base salary, may vary among participants in different incentive groups as determined by the Compensation Committee.

Code Section 162(m) contains special rules regarding the federal income tax deductibility of compensation paid to Huntington’s chief executive officer and to each of the other four most highly compensated executive officers required to be named in the proxy statement, referred to as the covered officers. The general rule is that compensation paid to any of these specified executive officers will be deductible by Huntington only to the extent that it does not exceed $1,000,000 for a taxable year or qualifies as “performance-based” compensation under Code Section 162(m). Within the first 90 days of each calendar year (or such earlier or later date as may be required or permitted by Code Section 162(m)) the Compensation Committee will designate those executive officers whose awards under the Management Incentive Plan will be calculated pursuant to the qualified performance-based compensation provisions of Code Section 162(m). For these Covered Officers, awards under the Management Incentive Plan will be based solely upon the achievement of one or more objective performance goals based on “qualifying performance criteria” as selected by the Compensation Committee. The performance goals based upon “qualifying performance criteria” for Covered Officers and the potential award, expressed as a percentage of base salary, will be established no later than 90 days after the commencement of the plan years to which the goals relate (or such earlier or later date as permitted by Code Section 162(m)). The Compensation Committee has also reserved the right, with respect to any award or awards, to determine that compliance with Code Section 162(m) is not desired after consideration of the goals of Huntington’s executive compensation philosophy and whether it is in the best interests of Huntington to have such award so qualified.

In order to provide additional flexibility, and after consultation with its outside compensation consultant, Huntington proposes the addition of 11 new “qualifying performance criteria” with the First Amendment:

return on tangible common equity (defined as a ratio, the numerator of which is income before amortization of intangibles, and the denominator of which is tangible common equity);

credit quality measures (including non-performing asset ratio, net change off ratio and reserve coverage on non-performing loans);

net operating profit;

non-interest income growth;

total shareholder return;

productivity ratios; and

If the First Amendment is approved, “qualifying performance criteria” for purposes of the Management Incentive Plan will mean one or more of the following:

return on average equity;

return on tangible common equity (defined as a ratio, the numerator of which is income before amortization of intangibles, and the denominator of which is tangible common equity);

return on average assets;

efficiency ratio determined as the ratio of total non-interest operating expenses (less amortization of intangibles) divided by total revenues (less net security gains);

non-interest income to total revenue ratio;

net interest margin;

credit quality measures (including non-performing asset ratio, net-charge off ratio and reserve coverage on non-performing loans);

net operating profit;

non-interest income growth;

total shareholder return;

productivity ratios;

other strategic milestones based on objective criteria established by the Compensation Committee, provided that with respect to Covered Officers such strategic milestones must be approved by the shareholders prior to the payment of the award.

The “qualifying performance criteria” for awards may be established individually, alternatively, or in any combination, and applied to either Huntington as a whole or to a business unit or subsidiary, individually, alternatively, or in any combination. “Qualifying performance criteria” may be different for different participants, as determined in the discretion of the Compensation Committee. In determining whether a performance goal has been met, the Compensation Committee may include or exclude “extraordinary events” (as defined below), or any other objective events or occurrences of a similar nature in determining whether a performance goal based on the qualifying performance criteria has been achieved. Notwithstanding the above, the performance goals and the determination of results for the designated Covered Officers will be based entirely on the qualifying performance criteria. Extraordinary events may only be considered in reducing the award that might otherwise be payable to a Covered Officer. Awards may be paid to Covered Officers only after the Compensation Committee has certified in writing that the performance goals have been met. Currently, the gain on sales of auto loans is listed as an extraordinary event, and Huntington proposes deleting that factor. If the First Amendment is approved, extraordinary events will mean any of the following:

changes in tax law, generally accepted accounting principles or other such laws or provisions affecting reported financial results;

accruals for reorganization and restructuring programs;

special gains or losses in connection with mergers and acquisitions or on the sale of branches or significant portions of the company;

any extraordinary non-recurring items described in Accounting Principles Board Opinion No. 30 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operation appearing or incorporated by reference in the Annual Report on Form 10-K filed with the SEC;

losses on the early repayment of debt; or

any other events or occurrences of a similar nature.

Awards are payable in cash and are subject to federal, state and local income and other payroll tax withholding. The Compensation Committee may increase individual awards based upon extraordinary circumstances, but under no circumstances may the Compensation Committee increase a Covered Officer’s award above the amount determined based on the attainment of specified pre-established performance goals. The maximum award payable to a participant for any plan year will not exceed $2,500,000. The Compensation Committee does, however, have the discretion to reduce or eliminate any award, including an award to a Covered Officer, based on the Compensation Committee’s evaluation of extraordinary events or other factors.

No ~~assurance can~~award will be paid to an officer who is not employed by Huntington or a subsidiary on the day the award is paid except in the case of death, disability, or retirement, or in the event the Compensation Committee defers the award or that a change in control of Huntington has occurred. In the event a participant dies, becomes disabled or retires before payment of an award, the Compensation Committee may, in its discretion, authorize payment to a participant (or the participant’s estate or designated beneficiary) in such amount as the Compensation Committee deems appropriate.

Upon the occurrence of a change in control the Compensation Committee will make interim awards based upon Huntington’s quarterly financial statements for the quarter ending immediately prior to or coinciding with the change in control. In determining the amount of interim awards, the Compensation Committee will follow the usual procedures for calculating awards except that the Compensation Committee will annualize the actual level of year-to-date performance achieved with respect to each performance goal and other performance objectives/assessments. Such interim awards will be payable on a pro-rated basis based upon the quarter ending immediately prior to or coinciding with the change in control as follows:

first quarter—25% of the award otherwise payable;

second quarter—50% of the award otherwise payable;

third quarter—75% of the award otherwise payable;

fourth quarter—100% of the award otherwise payable.

In any event, each interim award made to a participant who received an award under the plan for the immediately preceding year will not be less than the target award, expressed as a percentage of base salary, for the preceding year paid on a pro-rated basis as provided above. The Compensation Committee will grant an interim award to each participant whether or not employed by Huntington when the change in control becomes effective unless the participant’s employment was terminated for cause.

anyone other than a director or officer or an affiliate of a director or officer becomes the beneficial owner of 25% or more of Huntington’s voting power;

there is a sale or other disposition of 50% or more of the assets or earning power of Huntington;

Huntington is liquidated or dissolved; or

there is a reorganization, recapitalization, or other transaction which has the same effect as any of the foregoing.

The Compensation Committee is given ~~concerning~~broad discretion to interpret the ~~market price~~Management Incentive Plan and establish rules for its administration. The Compensation Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Management Incentive Plan or any award in order to carry out the plan as intended. To the extent permitted by law, the Compensation Committee may delegate its authority under the Management Incentive Plan. The Compensation Committee or the board of directors shall have the authority to terminate or amend the Management Incentive Plan, unless shareholder approval is required to satisfy the applicable provisions of Code Section 162(m).

Nothing in the Management Incentive Plan limits Huntington’s right to terminate any participant’s employment at any time, with or without cause, nor confers upon any participant any right to continued employment with Huntington. The plan does not give any participant any interest, lien or claim against any specific asset of Huntington, and thus, the participant will have only the rights of a general unsecured creditor of Huntington. The Compensation Committee may permit or require a participant to defer receipt of an award which would otherwise be due the participant.

Nothing in the Management Incentive Plan limits the authority of the Compensation Committee, the board of directors, Huntington or any subsidiary to establish any other compensation plan, or limits the authority to pay bonuses or supplemental compensation to any persons employed by Huntington or a subsidiary whether or not such persons are participants in the Management Incentive Plan and without regard to how the amount of such compensation or bonus is determined. However, no such plan will be established or operated in a way that entitles or allows a Covered Officer to receive an award under such plan as a substitution or supplement for not achieving goals under the Management Incentive Plan.

It is not possible to state in advance the exact amounts of awards that may be made or the identity of the officers who may receive awards under the Management Incentive Plan as amended. It is also not possible to determine the awards that might have been paid in 2006 if the Management Incentive Plan as amended had then been in effect because the Compensation Committee has discretion to determine the sizes of awards to be granted under the plan. Any actual awards, however, which are made to Huntington’s named executive officers will be reported as required in Huntington’s future proxy statements.

A copy of the First Amendment to the Management Incentive Plan is attached hereto as Appendix H. The Management Incentive Plan as approved by the shareholders in 2004 has been filed with the SEC as Exhibit 10.A of Form 10-Q for the period ended June 30, 2004. See “Where You Can Find More Information.”

Huntington believes that its annual cash incentive awards program under the Management Incentive Plan has made a significant contribution to its success in attracting and retaining key employees.

The Huntington board of directors recommends a voteFOR the approval of the First Amendment to the Management Incentive Plan.

The following table sets forth information about Huntington common stock authorized for issuance under Huntington’s existing equity compensation plans as of December 31, 2006.

554,073 shares reserved for the Executive Deferred Compensation Plan;

48,019 shares reserved for the Supplemental Plan under which voluntary participant contributions made by payroll deduction are used to purchase shares;

76,453 shares reserved for the Deferred Compensation Plan for Huntington directors under which directors may defer their director compensation and such amounts may be invested in shares of Huntington common ~~stock or Unizan~~stock; and

88,798 shares reserved for a similar plan (now inactive), the Deferred Compensation Plan for Directors, under which directors of selected subsidiaries of Huntington may defer their director compensation and such amounts may be invested in shares of Huntington common ~~stock before or after the effective date of the merger.~~stock.

The validity of the Huntington common stock to be issued in connection with the merger will be passed upon for Huntington by Richard A. Cheap, General Counsel and Secretary of Huntington. As of the date of this joint proxy statement/prospectus, Mr. Cheap beneficially owns ~~99,137~~[ ] shares of Huntington common stock.

The consolidated financial statements of Huntington Bancshares Incorporated and management’s report on the effectiveness of internal control over financial reporting incorporated in this proxy statement/prospectus by reference ~~in Huntington’s~~from Huntington Bancshares Incorporated’s Annual Report on Form 10-K for the year ended December 31, ~~2003,~~2006 have been audited by ~~Ernst~~Deloitte & ~~Young~~Touche LLP, an independent ~~auditors,~~registered public accounting firm, as ~~set forth~~stated in their ~~report thereon included therein~~reports (which reports (1) express an unqualified opinion on the financial statements and ~~incorporated herein by reference. Such consolidated~~include an explanatory paragraph referring to the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123(R),Share-Based Payment, SFAS No. 156,Accounting for Servicing of Financial Assets, and SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, in 2006, (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial ~~statements~~reporting and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), which are incorporated herein by reference, and have been so incorporated in reliance upon ~~such report given on~~ the ~~authority~~reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of ~~Unizan~~Sky Financial Group, Inc. and ~~its subsidiaries as~~management’s report on the effectiveness of ~~December 31, 2003 and 2002, and for each of the years in the two-year period ended December 31, 2003, have been~~internal control over financial reporting incorporated ~~by reference~~ in this proxy statement/prospectus ~~in reliance upon the report of Crowe Chizek and Company LLC, independent accountants, included in Unizan’s~~by reference from Sky Financial Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, ~~2003,~~2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the financial statements and include an explanatory paragraph referring to the adoption of Statement of Financial Accounting Standards No. 123(R),Share-Based Payment, in 2005, (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), which isare incorporated herein by reference, and have been so incorporated in ~~this proxy statement/prospectus, and~~reliance upon the ~~authority~~reports of ~~that~~such firm given upon their authority as experts in accounting and auditing. ~~The consolidated financial statements~~

If any shareholder of ~~Unizan~~Huntington wishes to submit a proposal for inclusion in Huntington’s annual meeting proxy statement and ~~its subsidiaries~~form of proxy with respect to the 2008 Huntington annual meeting, the proposal must be received by the Secretary of Huntington at the principal executive offices of Huntington, Huntington Center, 41 South High Street, Columbus, Ohio 43287, prior to the close of business on [*], 2008. A shareholder proposal received after [*], 2008, but on or before [*], 2008, will not be included in the proxy materials, but may be presented at the 2008 Huntington annual meeting. If Huntington receives notice of a shareholder proposal after [*], 2008, the persons named as proxies for the ~~one-year period ended December 31, 2001,~~2008 Huntington annual meeting will have discretionary voting authority to vote on such proposal at the meeting.

In addition, Huntington’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 Huntington board of directors, and (2) the nomination, other than by or at the direction of the Huntington 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 Huntington 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 Huntington at Huntington’s principal executive offices.

If the merger is not consummated, Sky will hold a 2007 Annual Meeting of Shareholders. Sky shareholders interested in submitting a proposal for inclusion in the proxy materials at the 2007 Sky annual meeting, if held, may do so by following the rules prescribed in Rule 14a-8 under the Securities Exchange Act. To be considered eligible for inclusion in Sky’s Proxy Statement for the 2007 Sky annual meeting, if it is held within 30 days from the date of last year’s annual meeting, a proposal must have been ~~incorporated~~made by ~~reference~~a qualified shareholder and received by Sky at its principal office in ~~this~~Bowling Green, Ohio, prior to November 6, 2006.

Any shareholder who intends to propose any other matter to be acted upon at the 2007 Sky annual meeting must inform Sky in writing not less than 60 nor more than 90 days prior to the meeting; provided, however, that if fewer than 75 days notice or prior public disclosure of the date of the meeting is given to shareholders, notice by the shareholder must be received not later than the close of business on the fifteenth day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. If notice is not provided by that date, the persons named in the Sky’s proxy ~~statement/prospectus in reliance upon the report of PricewaterhouseCoopers LLP, independent accountants, incorporated by reference in~~

~~Unizan’s Annual Report on Form 10-K~~ for the ~~year ended December 31, 2003, which is incorporated by reference in this proxy statement/prospectus, and upon the authority of that firm as experts in accounting and auditing.~~

Unizan expects representatives of Crowe Chizek and Company LLC to attend the Unizan special meeting. These representatives will have an opportunity to make a statement if they desire to do so, and we expect that they2007 Sky annual meeting will be ~~available~~allowed to ~~respond~~exercise their discretionary authority to vote upon any ~~appropriate questions you may have.~~

such proposal without the matter having been discussed in the proxy statement for the 2007 Sky annual meeting.

~~According to~~As of the ~~Unizan bylaws, business to be conducted at a special meeting~~date of ~~stockholders may only be brought before~~this document, neither the ~~meeting pursuant to a notice~~Huntington board of ~~meeting. Accordingly, no~~directors nor the Sky board of directors knows of any matters ~~other than the matters described in this proxy statement/prospectus~~that will be presented for ~~action~~consideration at either the Huntington annual meeting or the Sky special meeting other than as described in this document. If any other matters come before either of the meetings or at any ~~adjournment~~adjournments or ~~postponement~~postponements of the ~~special meetings.~~

meetings and are voted upon, the enclosed proxies will confer discretionary authority on the individuals named as proxies to vote the shares represented by the proxies as to any other matters. The individuals named as proxies intend to vote in accordance with their best judgment as to any other matters.

Huntington has filed with the SEC a registration statement under the Securities Act that registers the distribution to ~~Unizan stockholders~~Sky shareholders of the shares of Huntington common stock to be issued in connection with the merger. The registration statement, including the attached exhibits and schedules, contains additional relevant information about Huntington and Huntington stock. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this document.

You may read and copy this information at the Public Reference Room of the SEC at ~~450 Fifth~~100 F Street, ~~N.W.,~~NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at ~~1-800-SEC-0330.~~1–800–SEC–0330. The SEC also maintains an ~~internet world-wide web site~~Internet website that contains reports, proxy statements and other information about issuers, like Huntington and ~~Unizan, who~~Sky, which file electronically with the SEC. The address of the site is~~http://~~www.sec.gov. The reports and other information filed by Huntington with the SEC are also available at Huntington’s ~~internet world-wide web site.~~Internet website. The address of the site is~~http://~~www.huntington.com. The reports and other information filed by ~~Unizan~~Sky with the SEC are also available at ~~Unizan’s internet world-wide web site.~~Sky’s Internet website. The address of the site is~~http://www.unizan.com~~www.skyfi.com. We have included the web addresses of the SEC, Huntington and ~~Unizan~~Sky as inactive textual references only. Except as specifically incorporated by reference into this ~~proxy statement/prospectus,~~document, information on those ~~web sites~~websites is not part of this ~~proxy statement/prospectus.~~document.

~~You also should be able to inspect reports, proxy statements and other information about Huntington and Unizan at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York.~~

The SEC allows Huntington and ~~Unizan~~Sky to incorporate by reference information in this document. This means that Huntington and ~~Unizan~~Sky can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.

You also should be able to inspect reports, proxy statements and other information about Huntington and Sky at the offices of the Nasdaq Stock Market at 33 Whitehall Street, New York, New York.

This document incorporates by reference the documents listed below that Huntington and ~~Unizan~~Sky previously filed with the SEC. They contain important information about the companies and their financial condition.

In addition, Huntington and ~~Unizan~~Sky also incorporate by reference additional documents that either company files with the SEC between the date of this document and the date of the ~~Unizan~~Sky special meeting and the Huntington annual meeting. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Huntington has supplied all information contained or incorporated by reference in this document relating to Huntington, as well as all pro forma financial information, and ~~Unizan~~Sky has supplied all information relating to ~~Unizan.~~

Sky. Documents incorporated by reference are available from Huntington and ~~Unizan~~Sky without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone from the appropriate company at the following addresses:

~~Unizan stockholders~~Huntington and Sky shareholders requesting documents should do so by [*], ~~2004~~2007 to receive them before the ~~special meeting.~~meetings. You will not be charged for any of these documents that you request. If you request any incorporated documents from Huntington or ~~Unizan,~~Sky, Huntington or ~~Unizan~~Sky will mail them to you by first class mail, or another equally prompt means, within one business day after it receives your request.

Neither Huntington nor ~~Unizan~~Sky has authorized anyone to give any information or make any representation about the merger or our companies that is different from, or in addition to, that contained in this document or in any of the materials that have been incorporated in this document. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

AGREEMENT AND PLAN OF MERGER, dated as of ~~January 27, 2004~~December 20, 2006 (this ““Agreement”), by and ~~between Unizan Financial Corp.~~among HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation (“Huntington”), PENGUIN ACQUISITION, LLC, a Maryland limited liability company and wholly owned subsidiary of Huntington that is disregarded as an entity separate from Huntington under Treasury Regulation Section 301.7701-3 (“Merger Sub”) and SKY FINANCIAL GROUP, INC., an Ohio corporation ((“~~“Unizan~~~~”), and Huntington Bancshares Incorporated, a Maryland corporation (~~~~“Huntington~~Sky”).

WHEREAS, the Boards of Directors of ~~Unizan~~Sky and Huntington, and the managing member of Merger Sub, have determined that it is in the best interests of their respective companies and their shareholders and stockholders and sole member, respectively, to consummate the strategic business combination transaction provided for in this Agreement in which ~~Unizan~~Sky will, on the terms and subject to the conditions set forth in this Agreement, merge with and into ~~Huntington~~Merger Sub (the “~~“Merger”~~Merger”), so that ~~Huntington~~Merger Sub is the surviving ~~corporation~~company in the Merger (sometimes referred to in such capacity as the ““Surviving ~~Corporation~~Company”); and

WHEREAS, for ~~Federal~~federal income Tax purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the ““Code”), and this Agreement is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1.1The Merger. (a) Subject to the terms and conditions of this Agreement, in accordance with the Ohio General Corporation Law (the “~~“OGCL”~~OGCL”) and the Maryland ~~General Corporation Law~~Limited Liability Company Act (the “~~“MGCL”~~MLLCA”), at the Effective Time, ~~Unizan~~Sky shall merge with and into ~~Huntington. Huntington~~Merger Sub. Merger Sub shall be the Surviving ~~Corporation~~Company in the Merger, and shall continue its ~~corporate~~limited liability company existence under the laws of the State of Maryland. As of the Effective Time, the separate corporate existence of ~~Unizan~~Sky shall cease.

(b) Huntington and Merger Sub may at any time change the method of effecting the combination (including by providing for the merger of ~~Unizan and a wholly owned subsidiary of Huntington)~~Sky directly into Huntington, with Huntington surviving the merger), and ~~Unizan~~Sky shall cooperate in such efforts, including by entering into an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the business combination and does not substantively affect this Agreement or the rights and obligations of the parties or their respective shareholders or stockholders, as applicable, hereunder);provided,however, that no such change shall (i) alter or change the amount or kind of ~~consideration to be issued to holders of~~ the ~~capital stock of Unizan as~~Merger Consideration (as defined inSection 1.4(a)) provided for in this Agreement, ~~(the~~~~“Merger Consideration~~~~”),~~ (ii) adversely affect the Tax treatment of ~~Unizan’s~~Sky’s shareholders as a result of receiving the Merger Consideration or the Tax treatment of either party pursuant to this Agreement or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

1.2Effective Time. The Merger shall become effective as set forth in the articles of merger (the ““Articles of Merger”) that shall be filed with the Maryland State Department of Assessments and Taxation (“SDAT”)and the certificate of merger (the ““Certificate of Merger”) that shall be filed with the Secretary of State of the State of Ohio on or

before the Closing Date. The term ““Effective Time” shall be the date and time when the Merger becomes effective as set forth in the Articles of Merger and the Certificate of Merger. ““Effective Date” shall mean the date on which the Effective Time occurs.

1.3Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in Section ~~1701.72~~1701.82 of the OGCL and Section ~~3-114~~4A-709 of the ~~MGCL.~~MLLCA.

1.4Conversion of ~~Unizan~~Sky Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Huntington, ~~Unizan~~Merger Sub, Sky or the holder of any of the following securities:

(a) Subject toSection 2.2(e), each share of the common stock, without par value, of ~~Unizan~~Sky issued and outstanding immediately prior to the Effective Time ((“~~“Unizan~~Sky Common Stock”), except for shares of ~~Unizan~~Sky Common Stock owned by ~~Unizan~~Huntington, Merger Sub or ~~Huntington~~Sky (other than shares of ~~Unizan~~Sky Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, ““Trust Account Common Shares”) and other than shares of ~~Unizan~~Sky Common Stock held, directly or indirectly, by ~~Unizan~~Huntington, Merger Sub or ~~Huntington~~Sky in respect of a debt previously contracted (any such shares, ““DPC Common Shares”)) and for Dissenting Shares (as defined inSection ~~1.10)~~1.10), shall be converted into the right to receive ~~1.1424~~(i) 1.098 shares (the “~~“Exchange Ratio~~Stock Consideration”) of common stock, without par value, of Huntington ~~(together with the preferred share purchase rights attached thereto issued pursuant to that certain Rights Agreement (the~~(“~~“Rights Agreement~~~~”), dated as of February 22, 1990, by and between Huntington and The Huntington National Bank, as successor to The Huntington Trust Company, N.A., as rights agent, as amended,~~“Huntington Common Stock”) and (ii) an amount in cash equal to $3.023, without interest (the “Cash Consideration”). The Cash Consideration and the Stock Consideration are sometimes referred to collectively herein as the “Merger Consideration.”

(b) All of the shares of ~~Unizan~~Sky Common Stock converted into the right to receive ~~Huntington Common Stock (as defined in~~~~Section 1.4(a)~~)the Merger Consideration pursuant to thisArticle I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and, subject toSection 1.10, each certificate previously representing any such shares of ~~Unizan~~Sky Common Stock (each a ““Certificate”) shall thereafter represent only the right to receive (A) ~~a certificate representing~~ the ~~number of whole shares of Huntington Common Stock~~Merger Consideration and (B) cash in lieu of fractional shares into which the shares of ~~Unizan~~Sky Common Stock represented by such Certificate have been converted pursuant to thisSection 1.4 andSection 2.2(e)~~. Certificates previously representing shares~~, as well as any dividends or distributions to which holders of ~~Unizan~~Sky Common Stock ~~shall be exchanged for certificates representing whole shares of Huntington Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates~~are entitled in accordance withSection ~~2.2~~2.2(b)~~, without any interest thereon.~~. If, prior to the Effective Time, the outstanding shares of Huntington Common Stock or ~~Unizan~~Sky Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the ~~Exchange Ratio.~~Merger Consideration.

(c) Notwithstanding anything in ~~the~~this Agreement to the contrary, at the Effective Time, all shares of ~~Unizan~~Sky Common Stock that are owned by ~~Unizan~~Sky, Huntington or ~~Huntington~~Merger Sub (other than Trust Account Common Shares and DPC Common Shares) shall be cancelled and shall cease to exist and no stock of Huntington or Merger Sub or other consideration shall be delivered in exchange therefor.

1.5Huntington Common Stock. At and after the Effective Time, each share of Huntington capital stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.

1.6~~Unizan Stock Plans~~Sky Equity and Equity-Based Awards. (a)Sky Stock Options. Effective as of the Effective Time, each then outstanding option to purchase shares of ~~Unizan~~Sky Common Stock (each a “~~“Unizan~~Sky Stock Option”), pursuant to the equity-based compensation plans identified on~~Schedule~~Section 3.11(a) of the Sky Disclosure Schedule (the “~~“Unizan~~Sky Stock Plans”), and the award agreements evidencing the grants thereunder, granted to any current or former employee or director of, or consultant to, ~~Unizan~~Sky or any of its ~~subsidiaries~~ Subsidiaries shall immediately vest and become exercisable and

converted into an option to purchase a number of shares of Huntington Common Stock ~~(rounded to the nearest whole share)~~ (an ““Assumed Stock Option”) equal to (i) the number of shares of ~~Unizan~~Sky Common Stock subject to such ~~Unizan~~Sky Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange ~~Ratio;~~Ratio (rounded down to the nearest whole share); and the per share exercise price for Huntington Common Stock issuable upon the exercise of such Assumed Stock Option shall be equal to (i) the exercise price per share of ~~Unizan~~Sky Common Stock at which such ~~Unizan~~Sky Stock Option was exercisable immediately prior to the Effective Time divided by (ii) the Exchange Ratio (rounded up to the nearest whole cent);provided,however, that in the case of any ~~Unizan~~Sky Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, ~~the conversion formula~~Huntington shall ~~be adjusted, if necessary,~~use reasonable best efforts to ~~comply~~procure compliance with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date ~~vesting~~ and exercise ~~provisions)~~provisions, after taking into account the accelerated vesting of the Sky Stock Options as of the Effective Time) as were applicable to the corresponding ~~Unizan~~Sky Stock Options immediately prior to the Effective Time.

“Exchange Ratio” shall mean the sum of (x) the Stock Consideration and (y) the quotient of the Cash Consideration divided by the Huntington Closing Price, rounded to the nearest one ten thousandth.

“Huntington Closing Price” shall mean the average, rounded to the nearest one ten thousandth, of the closing sale prices of Huntington Common Stock on the Nasdaq Stock Market (the “Nasdaq”) as reported by The Wall Street Journal for the five full Nasdaq trading days immediately preceding (but not including) the Effective Date (as defined inSection 1.2).

(b)Sky Restricted Shares. Effective immediately prior to the Effective Time, any restrictions or vesting requirements with respect to outstanding restricted shares of Sky Common Stock granted to any employee or director of Sky or any of its Subsidiaries under any Sky Stock Plan that is outstanding immediately prior to the Effective Time (collectively, the “Sky Restricted Shares”) (and any accrued dividends thereon) shall lapse and such shares shall vest in full. As of the Effective Time, each Sky Restricted Share shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive the Merger Consideration;provided,however, that, upon the lapsing of restrictions with respect to each such Sky Restricted Share Right, in addition to the entitlement to withhold underSection 2.3, Huntington, Merger Sub or Sky as applicable, shall be entitled to deduct and withhold such amounts as may be required to be deducted and withheld under the Code and any applicable state or local Tax law with respect to the lapsing of such restrictions (without duplication with respect to amounts withheld underSection 2.3).

(c)Stock Units. As of the Effective Time, each outstanding stock unit denominated in shares of Sky Common Stock granted to, or held in a deferral account for the benefit of, any employee or director of Sky or any of its Subsidiaries under any Sky Stock Plan or non-qualified deferred compensation or retirement plan that is unsettled immediately prior to the Effective Time (collectively, the “Sky Stock Unit Awards”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Huntington and converted into the right to receive the number of shares of Huntington Common Stock (or an amount in respect thereof for cash settled Sky Stock Unit Awards) equal to the number of shares of Sky Common Stock underlying or subject to the Sky Stock Unit Award, multiplied by the Exchange Ratio (rounded down to the nearest whole number of shares of Huntington Common Stock) (each an “Assumed Stock Unit Award”). Each Assumed Stock Unit Award shall have the same terms and conditions as were in effect immediately prior to the Effective Time, except that any vesting requirements of the Sky Stock Unit Awards shall lapse or be deemed satisfied effective as of the Effective Time.

(d)ESPP. Sky shall take all action as is necessary to cause Sky’s Employee Stock Purchase Plan (the “ESPP”) to be suspended effective as of Sky's payroll period ending immediately prior to the Effective Time, such that the offering period in effect as of such date will be the final offering period under the ESPP, and, as of the Effective Time and subject to the consummation of the transactions contemplated by this Agreement, Sky shall terminate the ESPP.

(e)Reservation of Shares. Huntington has taken all corporate actions necessary to reserve for issuance a sufficient number of shares of Huntington Common Stock upon the exercise of the Assumed Stock ~~Options. On or as~~Options and Assumed Stock Unit Awards. As soon as practicable following the Closing, Huntington shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act with respect to the issuance of the shares of Huntington Common Stock subject to the Assumed Stock Options and Assumed Stock Unit Awards and shall use its ~~reasonable~~best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

~~(c) Unizan shall take such action as is necessary to (i) cause the exercise (as~~1.7Articles of ~~a date that is no later than the earlier~~Organization and Limited Liability Company Agreement of the ~~expiration~~Surviving Company. The articles of ~~the current purchase period and three business days~~organization of Merger Sub (the “Articles of Organization”) as in effect immediately prior to the Effective ~~Date) of each outstanding purchase right under the Unizan Employee Stock Purchase Plan (the~~~~“Unizan ESPP~~~~”); (ii) provide that no further purchase period shall commence under the Unizan ESPP following such date;~~~~provided~~,~~however~~~~, that such exercise and cessation of further purchase periods~~Time shall be ~~conditioned upon~~ the ~~consummation~~articles of organization of the Merger; (iii) provide that participation in the Unizan ESPP shall be limited to those employees who were participants on the date hereof; and (iv) provide that participants as of the date hereof may not increase their payroll deduction election or purchase elections from those in effect on the date hereof. On such new exercise date, Unizan shall apply the funds credited as of such date under the Unizan ESPP within each participant’s payroll withholding account to the purchase of shares of Unizan Common StockSurviving Company until thereafter amended in accordance with ~~the terms~~applicable law. The limited liability company agreement of ~~the Unizan ESPP. In addition, Unizan shall take such action~~Merger Sub (the “LLC Agreement”) as ~~is necessary to provide that as of no later than three business days~~in effect immediately prior to the Effective ~~Date no further shares of Unizan Common Stock will be purchased under the Unizan Automatic Dividend Reinvestment Plan (the~~~~“Unizan DRIP~~~~” and, together with the Unizan ESPP, the~~~~“Unizan Stock Purchase Plans”~~);~~provided~~,~~however~~~~, that such cessation of further purchases shall be conditioned upon the consummation of the Merger. Immediately prior to and effective as of the Effective~~ Time ~~and subject to the consummation of the Merger, Unizan shall terminate the Unizan Stock Purchase Plans.~~

~~1.7~~~~Certificate of Incorporation of Huntington~~~~. At the Effective Time, the Huntington Charter (as defined in~~~~Section 4.1(b)~~) shall be the ~~certificate of incorporation~~limited liability company agreement of the Surviving ~~Corporation~~Company until thereafter amended in accordance with applicable law.

1.8Bylaws of ~~Huntington~~Huntington; Governance. At the Effective Time, the Huntington Bylaws, as amended to reflect the terms ofExhibit A hereof, shall be the Bylaws of ~~the Surviving Corporation~~Huntington until thereafter amended in accordance with applicable law. Prior to the Effective Time, Huntington shall take all actions necessary to adopt the amendment to the By-laws of Huntington provided for inExhibit A hereto and to effect the requirements and adopt the resolutions referenced therein. On or prior to the Effective Time, Huntington’s Board of Directors shall cause the number of directors that will comprise the full Board of Directors of Huntington to be fifteen (15). The initial Board of Directors of Huntington at the Effective Time shall be comprised of nine (9) current non-employee Huntington directors designated by Huntington, the current Chief Executive Officer of Huntington, four (4) current non-employee Sky directors designated by Sky, and the current Chief Executive Officer of Sky. In accordance with, and to the extent provided in, the By-laws of Huntington (as amended as provided inExhibit A), (i) effective as of the Effective Time, Mr. Thomas E. Hoaglin shall continue to serve as Chairman of the Board and Chief Executive Officer of Huntington, and Mr. Mr. Marty E. Adams shall become President and Chief Operating Officer of Huntington, and (ii) Mr. Adams shall be the successor to Mr. Hoaglin as Chief Executive Officer of Huntington, with such succession to become effective as of December 31, 2009 or any such earlier date as of which Mr. Hoaglin ceases for any reason to serve in the position of Chief Executive Officer of Huntington.

1.9Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

1.10Dissenting Shares. No outstanding shares of ~~Unizan~~Sky Common Stock as to which rights have been asserted pursuant to Section ~~1701.75~~1701.85 of the OGCL and duly perfected in accordance therewith and not effectively

withdrawn ((““Dissenting Shares”) shall be converted into or represent a right to receive the ~~Huntington Common Stock~~Merger Consideration in the Merger, and the holder thereof shall be entitled only to such rights as are granted by the OGCL. ~~Unizan~~Sky shall give Huntington and Merger Sub (i) prompt notice upon receipt by ~~Unizan~~Sky of the assertion of any such rights and of withdrawals thereof (any holder of such shares, a ““Dissenting Shareholder”) and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. ~~Unizan~~Sky shall not, without the prior written consent of Huntington and Merger Sub, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment, such holder’s shares of the ~~Unizan~~Sky Common Stock shall be converted into a right to receive ~~shares of Huntington Common Stock~~the Merger Consideration in accordance withSection 1.4(a) and the other applicable provisions of this Agreement.

1.11Headquarters of Huntington and the Surviving Company. From and after the Effective Time, the location of the headquarters and principal executive offices of Huntington and the Surviving Company shall be Columbus, Ohio.

2.1Huntington to Make ~~Shares~~Merger Consideration Available. As promptly as practicable following the Effective Time, Huntington shall deposit, or shall cause to be deposited, with a bank or trust company Subsidiary of Huntington, or another bank or trust company reasonably acceptable to each of ~~Unizan~~Sky and Huntington (the ““Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with thisArticle II, (i) certificates representing the shares of Huntington Common Stock sufficient to deliver the aggregate Stock Consideration, (ii) immediately available funds equal to any dividends or distributions payable in accordance withSection 2.2(b), (iii) immediately available funds equal to the aggregate Cash Consideration and (iv) cash in lieu of any fractional shares (such cash and certificates for shares of Huntington Common Stock, ~~together with any dividends or distributions with respect thereto,~~collectively being referred to as the ““Exchange Fund”), to be issued pursuant toSection 1.4 and paid pursuant toSection 2.2(e) in exchange for outstanding shares of ~~Unizan~~Sky Common Stock (other than Dissenting Shares).

2.2Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates (except to the extent representing Dissenting Shares) a letter of transmittal in customary form as prepared by Huntington and reasonably acceptable to ~~Unizan~~Sky (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for ~~certificates representing~~ the ~~shares of Huntington Common Stock~~Merger Consideration and any cash in lieu of fractional shares into which the shares of ~~Unizan~~Sky Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this ~~Agreement.~~Agreement and any dividends or distributions to which such holder is entitled pursuant toSection 2.2(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing the number of whole shares of Huntington Common Stock to which such holder of ~~Unizan~~Sky Common Stock shall have become entitled pursuant to the provisions ofArticle I, (ii) a check representing the amount of the aggregate Cash Consideration (rounded up to the nearest whole cent) and any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of thisArticle II, and (iii) a check representing the amount of any dividends or distributions then payable pursuant toSection 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions as contemplated bySection 2.2(b).

(b) No dividends or other distributions declared with respect to Huntington Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with thisArticle II. After the surrender of a Certificate in accordance with thisArticle II, the record holder thereof shall be entitled to receive (i) the amount of any dividends or distributions with a record date prior to the Effective Time which have been declared by Sky in respect of the shares of Sky Common Stock after the date of this Agreement in accordance with the terms of this Agreement and which remain unpaid at the Effective Time, (ii) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid, without any interest thereon, with respect to the whole shares of Huntington Common Stock represented by such Certificate, and ~~(ii)~~(iii), at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender, with respect to shares of Huntington Common Stock represented by such Certificate.

(c) If any certificate representing shares of Huntington Common Stock is to be issued in, or any cash is paid to, a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition to the issuance or payment thereof that the Certificate or Certificates so

surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the payment or issuance ~~of a certificate representing shares of Huntington Common Stock~~ in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d) After the Effective Time, there shall be no transfers on the stock transfer books of ~~Unizan~~Sky of the shares of ~~Unizan~~Sky Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of ~~Unizan~~Sky Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for ~~certificates representing shares of Huntington Common Stock~~the Merger Consideration as provided in thisArticle II.

(e) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Huntington Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Huntington Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Huntington. In lieu of the issuance of any such fractional share, Huntington shall pay to each former shareholder of ~~Unizan~~Sky who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) ~~the average of the closing-sale prices of~~ Huntington ~~Common Stock on the Nasdaq National Market (the~~~~“Nasdaq~~~~”) as reported by The Wall Street Journal for the five full Nasdaq trading days immediately preceding (but not including) the date on which the Effective Time occurs~~Closing Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Huntington Common Stock to which such holder would otherwise be entitled to receive pursuant toSection 1.4.

(f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of ~~Unizan~~Sky as of the first anniversary of the Effective Time shall be paid to Huntington. Any former shareholders of ~~Unizan~~Sky who have not theretofore complied with thisArticle II shall thereafter look only to Huntington for payment of the ~~shares of Huntington Common Stock,~~Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions ~~on the Huntington Common Stock deliverable~~payable in accordance withSection 2.2(b) in respect of each share of ~~Unizan~~Sky Common Stock, as the case may be, such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Huntington, ~~Unizan,~~Merger Sub, Sky, the Exchange Agent or any other person shall be liable to any former holder of shares of ~~Unizan~~Sky Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Huntington, the posting by such person of a bond in such amount as Huntington may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the ~~shares of Huntington Common Stock~~Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

2.3Withholding Rights. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Huntington) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Huntington Common Stock, cash dividends or distributions payable pursuant toSection 2.2(b) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Sky Common Stock such amounts as the Exchange Agent or Huntington, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Huntington, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Sky Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Huntington, as the case may be.

Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “~~“Unizan~~Sky Disclosure Schedule”) delivered by ~~Unizan~~Sky to Huntington and Merger Sub prior to the execution of this Agreement ~~Unizan~~(which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in thisArticle III, or to one or more of Sky’s covenants contained herein,provided,however, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect on Sky), Sky hereby represents and warrants to Huntington and Merger Sub as follows:

(a) ~~Unizan~~Sky is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. ~~Unizan~~Sky has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

(b) ~~Unizan~~Sky is duly registered as a bank holding company and is a financial holding company under the Bank Holding Company Act of 1956, as amended (the ““BHC Act”). True and complete copies of the Amended and Restated Articles of Incorporation of ~~Unizan~~Sky (the “~~“Unizan~~Sky Articles”) and the Amended ~~Code of~~and Restated Regulations of ~~Unizan~~Sky (the “~~“Unizan Code~~Sky Regulations”), as in effect as of the date of this Agreement, have previously been made available to Huntington.

(c) Each of ~~Unizan’s~~Sky’s Subsidiaries (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan.~~Sky. As used in this Agreement, (i) the word ““Subsidiary” when used with respect to either party, means any bank, corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under U.S. generally accepted accounting principles ((““GAAP”), and the terms “~~“Unizan~~Sky Subsidiary” and ““Huntington Subsidiary” shall mean any direct or indirect Subsidiary of ~~Unizan~~Sky or Huntington, respectively, and (ii) the term ““Material Adverse Effect” means, with respect to Huntington, ~~Unizan~~Merger Sub, Sky or the Surviving ~~Corporation,~~Company, as the case may be, a material adverse effect on (A) the business, results of operations or financial condition of such party and its Subsidiaries (as defined above) taken as a whole (provided,however, that, with respect to this clause (A), Material Adverse Effect shall not be deemed to include effects to the extent resulting from (1) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (2) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or Governmental Entities (as defined inSection 3.4), (3) actions or omissions of Huntington, Merger Sub or ~~Unizan~~Sky taken with the prior written consent of the other or required hereunder, (4) changes, after the date hereof, in general economic or market conditions affecting banks or their holding companies generally except to the extent that such changes have a materially disproportionate adverse effect on such party, or (5) ~~the payment of regular quarterly cash dividends by Unizan in accordance with~~~~Section 5.2~~consummation or ~~(6)~~ public disclosure of the transactions contemplated hereby), or (B) the ability of such party to timely consummate the transactions contemplated by this Agreement.Section 3.1(c) of the Sky Disclosure Schedule sets forth all material nonconsolidated subsidiaries of Sky.

3.2Capitalization. (a) The authorized capital stock of ~~Unizan~~Sky consists of ~~100,000,000~~350,000,000 shares of ~~Unizan~~Sky Common Stock, of which, as of December 18, 2006, 116,713,521 shares were issued and outstanding, and 10,000,000 shares of serial preferred stock, par value $10.00 per share, of which as of the date hereof, ~~21,713,267.3~~no shares were issued and outstanding. As of ~~the date hereof, 409,802.2~~December 18, 2006, 1,731,463 shares of ~~Unizan~~Sky Common Stock were held in ~~Unizan’s~~Sky’s treasury. As of ~~the date hereof,~~December 18, 2006, no shares of ~~Unizan~~Sky Common Stock were reserved for issuance except for ~~1,489,856.6~~7,431,645 shares of ~~Unizan~~Sky Common Stock reserved for issuance upon the exercise of ~~Unizan~~Sky Stock Options issued pursuant to the ~~Unizan~~Sky Stock Plans. All of the issued and outstanding shares of ~~Unizan~~Sky Common Stock have been, and all shares of Sky Common Stock that may be issued upon the exercise of the Sky Stock Options will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the

ownership thereof. ~~As of the date hereof, except~~Except pursuant to this Agreement, the Sky Stock Plans and the ~~Unizan Stock Plans, Unizan~~Shareholder Rights Agreement dated as of July 21, 1998 by and between Sky and The Citizens Banking Company (the “Shareholder Rights Agreement”), Sky does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of ~~Unizan~~Sky Common Stock or any other equity securities of ~~Unizan~~Sky or any securities representing the right to purchase or otherwise receive any shares of ~~Unizan~~Sky Common Stock. ~~Unizan~~Sky has provided Huntington with a true and complete list of all the ~~Unizan~~Sky Stock Options outstanding under the ~~Unizan~~Sky Stock Plans as of ~~January 24, 2004,~~December 18, 2006, the number of shares subject to each such ~~Unizan~~Sky Stock Option, the grant date of each such ~~Unizan~~Sky Stock Option, the vesting schedule of each such ~~Unizan~~Sky Stock Option and the exercise price for each such ~~Unizan~~Sky Stock Option; since ~~January 24, 2004~~December 18, 2006 through the date hereof, ~~Unizan~~Sky has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other equity-based awards under the ~~Unizan~~Sky Stock Plans.

(b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of ~~Unizan~~Sky are owned by ~~Unizan,~~Sky, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (other than Liens for property Taxes not yet due and payable, ~~and in the case of depository institution Subsidiaries of a Party, pledges to secure deposits,~~““Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (subject to 12 U.S.C. §§ 55) and free of preemptive rights. No such Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such ~~subsidiary~~Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

3.3Authority; No Violation. (a) ~~Unizan~~Sky has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ~~Unizan.~~Sky. The Board of Directors of ~~Unizan~~Sky has determined that this Agreement and the transactions contemplated hereby are in the best interests of ~~Unizan~~Sky and its shareholders and has directed that this Agreement and the transactions contemplated by this Agreement be submitted to ~~Unizan’s~~Sky’s shareholders for adoption at a duly held meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated by this Agreement by the affirmative vote of the holders of ~~two-thirds~~a majority of the outstanding shares of ~~Unizan~~Sky Common Stock entitled to vote on such proposal at such meeting at which a quorum is present, no other corporate proceedings on the part of ~~Unizan~~Sky are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ~~Unizan~~Sky and (assuming due authorization, execution and delivery by ~~Huntington)~~Huntington and Merger Sub) constitutes the valid and binding obligation of ~~Unizan,~~Sky, enforceable against ~~Unizan~~Sky in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

(b) Neither the execution and delivery of this Agreement by ~~Unizan~~Sky nor the consummation by ~~Unizan~~Sky of the transactions contemplated hereby, nor compliance by ~~Unizan~~Sky with any of the terms or provisions of this Agreement, will (i) violate any provision of the ~~Unizan~~Sky Articles or the ~~Unizan Code~~Sky Regulations or (ii) assuming that the consents, approvals and filings referred to inSection 3.4 are duly obtained and/or made, (A) violate any statute, code,

ordinance, rule, regulation, judgment, order, writ, decree or Injunction (as defined inSection 7.1(e)) applicable to ~~Unizan,~~Sky, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of ~~Unizan~~Sky or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ~~Unizan~~Sky or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan.~~Sky.

3.4Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national ~~bank~~and/or state Bank Subsidiaries of ~~Unizan~~Sky and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), or the Division of Financial Institutions of the Ohio Department of Commerce (the “Ohio DFI”) and the Federal Reserve Board, and approval of such applications and notice, (ii) the filing of any required applications or notices with any foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meetings of ~~Unizan’s~~Sky’s shareholders and Huntington’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and the ~~Maryland Department of Assessments and Taxation~~acceptance for record by the SDAT pursuant to the ~~MGCL and the issuance by the Maryland Secretary of a Certificate of Merger~~MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement, (ix) the ~~approval~~adoption of this Agreement by the requisite vote of shareholders of ~~Unizan~~Sky and (x) filings, if any, required as a result of the particular status of Huntington or Merger Sub, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by ~~Unizan~~Sky of this Agreement and (B) the consummation by ~~Unizan~~Sky of the Merger and the other transactions contemplated by this Agreement.

3.5Reports. ~~Unizan~~Sky and each of its Subsidiaries have in all material respects timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, ~~2000~~2004 with (i) the Federal Reserve Board, (ii) the Federal Deposit Insurance Corporation, (iii) the OCC or any state regulatory authority, (iv) the SEC, (v) any foreign regulatory authority and (vi) any SRO (collectively, “Regulatory Agencies”), and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, ~~2000,~~2004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of ~~Unizan~~Sky and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of ~~Unizan,~~Sky, investigation into the business or operations of ~~Unizan~~Sky or any of its Subsidiaries since January 1, ~~2000.~~2004. There (i) is no unresolved

violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of ~~Unizan~~Sky or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of ~~Unizan~~Sky since January 1, ~~2000.~~

3.6Financial Statements. ~~Unizan~~Sky has previously made available to Huntington copies of (i) the consolidated balance ~~sheet~~sheets of ~~Unizan~~Sky and its Subsidiaries as of December 31, ~~2000, 2001~~2003, 2004 and ~~2002,~~2005, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended as reported in ~~Unizan’s~~Sky’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2002~~2005 (as amended prior to the date hereof, the “~~Unizan 2002~~Sky 2005 10-K”) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), accompanied by the audit ~~report~~reports of ~~Crowe, Chizek and Company~~Deloitte & Touche LLP, independent public accountants with respect to ~~Unizan for the year ended December 31, 2002, and accompanied~~

~~by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Unizan~~Sky for the years ended December 31, ~~2000~~2003, 2004 and ~~2001,~~2005, and (ii) the unaudited consolidated balance ~~sheet~~sheets of ~~Unizan~~Sky and its Subsidiaries as of September 30, ~~2002~~2005 and ~~2003,~~2006, and the related consolidated statements of income, changes in shareholders equity and cash flows of the three- and nine-month periods then ended, as reported in ~~Unizan’s~~Sky’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, ~~2003~~2006 (the “~~Unizan~~Sky 10-Q”). The December 31, ~~2002~~2005 consolidated balance sheet of ~~Unizan~~Sky (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of ~~Unizan~~Sky and its Subsidiaries as of the date thereof, and the other financial statements referred to in thisSection 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in shareholders equity and consolidated financial position of ~~Unizan~~Sky and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of ~~Unizan~~Sky and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

3.7Broker’s Fees. Neither ~~Unizan~~Sky nor any ~~Unizan~~Sky Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than Sandler O’Neill & Partners, L.P.; and a true and complete copy of the agreement with respect to such engagement ~~is included in Section 3.7 of the Unizan Disclosure Schedule.~~has previously been made available to Huntington.

3.8Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or as publicly disclosed in the ~~Unizan~~Forms 10-K, 10-Q and 8-K and any registration statements, proxy statements or prospectuses comprising the Sky Reports (as defined inSection 3.12) filed prior to the date of this Agreement, since ~~September 30, 2003, Unizan~~December 31, 2005 through the date hereof, Sky and its Subsidiaries have conducted their respective businesses, in all material respects, only in the ordinary course consistent with past practice and there has not been:

(b) any issuance or awards of ~~Unizan~~Sky Stock Options, restricted shares or other equity-based awards in respect of ~~Unizan~~Sky Common Stock to any director, officer or employee of ~~Unizan~~Sky or any of its ~~Subsidiaries;~~

Subsidiaries, other than in the ordinary course of business consistent with past practice;

(c) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of ~~Unizan’s~~Sky’s capital stock, other than regular quarterly cash dividends not in excess of ~~$0.135~~$0.25 per share on ~~Unizan~~Sky Common ~~Stock and regular cash distributions on the 9.875% Capital Securities, Series A, of BFOH Capital Trust I in the amounts and at the times~~Stock;

(d) except as required by the ~~Amended and Restated Declaration~~terms of ~~Trust of BFOH Capital Trust I;~~

~~(d)~~any Sky Benefit Plans (as defined below) or by applicable Law, (i) any granting by ~~Unizan~~Sky or any of its Subsidiaries to any current or former director, officer or employee of any increase in compensation, bonus or other benefits, except for ~~(x) normal annual~~any such increases ~~in base salary~~ to employees who are not current or former directors or officers ~~that were made~~ in the ordinary course of business consistent with past practice, (y) as required from time to time by governmental legislation affecting wages and (z) as required by the terms of plans or arrangements existing prior to such date and described in Section 3.11 of the Unizan Disclosure Schedule, (ii) any granting by ~~Unizan~~Sky or any of its Subsidiaries to any ~~such~~ current or former director ~~officer~~ or ~~employee~~officer of any increase in severance or termination pay, or (iii) any entry by ~~Unizan~~Sky or any of its Subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any ~~such~~ current or former director ~~officer~~ or ~~employee;~~

(e) ~~other than as described in the public reports of Unizan filed prior to the date hereof with the SEC pursuant to the Securities Act of 1933, as amended (the “~~~~Securities Act~~~~”) or the Exchange Act,~~ any ~~(i)~~ change in any material respect in accounting methods, principles or practices by ~~Unizan~~Sky affecting its assets, liabilities or business, other than changes after the date hereof to the extent required by a change in GAAP or regulatory accounting ~~principles, or (ii)~~principles;

(f) any material Tax election or change in or revocation of any material Tax election, material amendment to any Tax return, closing agreement with respect to a material amount of Taxes, or settlement or compromise of any material income Tax liability by ~~Unizan~~Sky or its Subsidiaries;

~~(f)~~(g) any material change in its investment or risk management or other similar policies; or

~~(g)~~(h) any agreement or commitment (contingent or otherwise) to do any of the foregoing.

3.9Legal Proceedings. (a) Except as set forth inSection 3.9 of the ~~Unizan~~Sky Disclosure Schedule, ~~which contains a true and current summary description of any~~there is no pending, ~~and,~~or, to ~~Unizan’s~~Sky’s knowledge, threatened, litigation, action, suit, proceeding, investigation or arbitration material to Unizan and its Subsidiaries, taken as a whole, the forum, the parties thereto, the subject matter thereof and the amount of damages claimed or other remedies requested as of the date hereof, no action, demand, charge, requirement or investigation by any Governmental Entity and no litigation, action, suit, proceeding, investigation or arbitration by any individual, partnership, corporation, trust, joint venture, organization or other entity (collectively, “Person”) or Governmental Entity that is material to ~~Unizan~~Sky and its Subsidiaries, taken as a whole, in each case with respect to ~~Unizan~~Sky or any of its Subsidiaries or any of their respective properties or permits, licenses or ~~authorizations, is pending or, to the knowledge of Unizan, threatened.~~authorizations.

(b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon ~~Unizan,~~Sky, any of its Subsidiaries or the assets of ~~Unizan~~Sky or any of its Subsidiaries.

3.10Taxes and Tax Returns. (a) Each of ~~Unizan~~Sky and its Subsidiaries has duly and timely filed (including all ~~federal, state, foreign and local information returns and~~applicable extensions) all material Tax ~~returns~~Returns required to be filed by it on or prior to the date of this Agreement (all such ~~returns~~Tax Returns being accurate and complete in all material respects), has timely paid or withheld all Taxes shown thereon as arising and has duly and timely paid or ~~made provision for the payment of~~withheld all material Taxes that ~~have been incurred or~~ are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities other than ~~(i)~~ Taxes that ~~are not yet delinquent or~~ are being contested in good faith, which have not been finally determined, and have been adequately reserved against in accordance with GAAP on Sky’s most recent consolidated financial statements. Neither Sky nor any of its Subsidiaries has granted any extension or ~~(ii) information returns,~~waiver of the limitation period for the assessment or collection of Tax ~~returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or~~that remains in ~~the aggregate, a Material Adverse Effect on Unizan.~~effect. The federal income Tax ~~returns~~Returns of ~~Unizan~~Sky and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) for all years to and including ~~1999 and any liability with respect thereto has been satisfied~~2004. All assessments for Taxes of Sky or any ~~liability~~of its Subsidiaries due with respect to ~~deficiencies asserted as a result of such examination is covered by adequate reserves.~~completed and settled examinations or any concluded litigation have been fully paid. There are no ~~material~~ disputes, audits, examinations or proceedings pending, or claims asserted, for material Taxes ~~or assessments~~ upon ~~Unizan~~Sky or any of its ~~Subsidiaries~~Subsidiaries. There are no liens for ~~which Unizan does~~Taxes (other than statutory liens for Taxes not ~~have adequate reserves.~~yet due and payable) upon any of the assets of Sky or any of its Subsidiaries. Neither ~~Unizan~~Sky nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among ~~Unizan~~Sky and its Subsidiaries). ~~Within~~Neither Sky nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Sky) or (B) has any liability for the Taxes of any person (other than Sky or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither Sky nor any of its Subsidiaries has been, within the past ~~five~~two years ~~neither Unizan~~or otherwise as part of a “plan (or series of related

transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Sky nor any of its Subsidiaries has been a ~~“distributing corporation” or~~party to any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). No share of Sky Common Stock is owned by a ~~“controlled corporation” in~~Subsidiary of Sky. Sky is not and has not been a ~~distribution intended to qualify under~~“United States real property holding company” within the meaning of Section ~~355(a) of the Code. There is and will be no disallowance of a deduction under Section 162(m)~~897(c)(2) of the Code ~~on any Tax Return filed or to be filed by Unizan or its Subsidiaries for employee remuneration~~during the applicable period specified in Section 897(c)(1)(A)(ii) of ~~any amount paid or payable by Unizan or any of its Subsidiaries under any contract, plan, program or arrangement or understanding.~~

(b) As used in this Agreement, the term “Tax” or “Taxes” means ~~(i)~~ all federal, state, local, and foreign income, excise, gross receipts, gross income,advalorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest ~~thereon~~thereon.

~~(ii)~~ including any ~~liability for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local~~amendment thereof, supplied or ~~foreign law).~~

3.11Employee Benefits. For purposes ~~hereof,~~of this Agreement, the following terms shall have the following meaning:

“Controlled Group ~~Liability”~~Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601et ~~seq.~~seq. of ERISA and Section 4980B of the Code ~~and (v) under corresponding~~other than such liabilities that arise solely out of, or ~~similar provisions of foreign laws or regulations.~~relate solely to, the Sky Benefit Plans.

A ~~“Unizan~~“Sky Benefit ~~Plan”~~Plan” means any material employee benefit plan, program, policy, ~~practices,~~practice, or other arrangement providing benefits to any current or former employee, officer or director of ~~Unizan~~Sky or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by ~~Unizan~~Sky or any of its Subsidiaries or to which ~~Unizan~~Sky or any of its Subsidiaries contributes or is obligated to contribute, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or policy.

“~~Unizan~~ ERISA ~~Affiliate”~~Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Sky Employment ~~Agreement”~~Agreement” means a contract, offer letter or agreement of ~~Unizan~~Sky or any of its Subsidiaries with or addressed to any individual who is rendering or has rendered services thereto as an employee or consultant pursuant to which ~~Unizan~~Sky or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services.

“~~ERISA”~~ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Multiemployer ~~Plan”~~Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“~~Plan”~~Sky Plan” means any ~~Unizan~~Sky Benefit Plan other than a Multiemployer Plan.

“Withdrawal ~~Liability”~~Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

(a)Section 3.11(a) of the ~~Unizan~~Sky Disclosure Schedule includes a complete list of all material ~~Unizan~~Sky Benefit Plans and all material Sky Employment Agreements.

(b) With respect to each Sky Plan, ~~Unizan~~Sky has delivered or made available to Huntington a true, correct and complete copy of: (i) each writing constituting a part of such Sky Plan, including without limitation all plan documents, employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. ~~Unizan~~Sky has delivered or made available

to Huntington a true, correct and complete copy of each Employment Agreement. Except as specifically provided in the foregoing documents delivered to Huntington, there are no amendments to any Plan or Employment Agreement that have been adopted or approved nor has Unizan or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new Plan ormaterial Sky Employment Agreement.

(c) All material contributions required to be made to any Sky Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Sky Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the financial ~~statements.~~statements to the extent required by GAAP. Each ~~Unizan~~Sky Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded.

(d) With respect to each ~~Unizan Benefit~~Sky Plan, ~~Unizan~~Sky and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to such ~~Unizan Benefit~~Sky Plans. Each Sky Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that ~~could~~would reasonably be expected to give rise to, any requirement for the posting of security with respect to a Sky Plan or the imposition of any material lien on the assets of ~~Unizan~~Sky or any of its Subsidiaries under ERISA or the Code.Section ~~3.11(c)~~3.11(d) of the ~~Unizan~~Sky Disclosure Schedule identifies each Sky Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Sky Qualified ~~Plans”~~Plans”). The ~~Internal Revenue Service~~IRS has issued a favorable determination letter with respect to each Sky Qualified Plan and the related trust that has not been revoked or Sky is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of Sky, there are no existing circumstances and no events have occurred that ~~could~~would reasonably be expected to adversely affect the qualified status of any Sky Qualified Plan or the related trust. No trust funding any Sky Plan is intended to meet the requirements of Code Section 501(c)(9). None of ~~Unizan~~Sky and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which ~~could~~would reasonably be expected to subject any of the ~~Unizan Benefit~~Sky Plans or their related trusts, ~~Unizan,~~Sky, any of its Subsidiaries or any person that ~~Unizan~~Sky or any of its Subsidiaries has an obligation to indemnify, to any material ~~tax~~Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(e) With respect to each Sky Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the ~~Code:~~Code, (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not ~~waived;~~waived, and, (ii) except as would not have, individually or in the aggregate, a Material Adverse Effect: (A) the fair market value of the assets of such Sky Plan equals or exceeds the actuarial present value of all accrued benefits under such Sky Plan (whether or not vested) on a termination basis; ~~(iii)~~(B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has ~~occurred, and the consummation of the transactions contemplated by this agreement will not result in the occurrence of any such reportable event; (iv)~~occurred; (C) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full; ~~(v)~~(D) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or iswould reasonably be expected to be incurred by ~~Unizan~~Sky or any of its Subsidiaries; and ~~(vi)~~(E) the PBGC has not instituted proceedings to terminate any such Sky Plan and, to ~~Unizan’s~~Sky’s knowledge, no

condition exists that presents a risk that such proceedings will be instituted or which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Sky Plan.

(f) ~~Except as set forth in Section 3.11(g) of the Unizan Disclosure Schedule:~~ (i) ~~no Unizan~~No Sky Benefit Plan is a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a ~~“Multiple~~“Multiple Employer ~~Plan”~~Plan”); (ii) none of ~~Unizan~~Sky and its Subsidiaries nor any of their respective ~~Unizan~~ ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of ~~Unizan~~Sky and its Subsidiaries nor any ~~Unizan~~of their respective ERISA Affiliates has incurred, during the last six years, any Withdrawal Liability that has not been satisfied in full.There does not now exist, nor do any circumstances exist that ~~could~~would reasonably be expected to result in, any Controlled Group Liability that would be a liability of ~~Unizan~~Sky or any of its Subsidiaries following the ~~Closing.~~Effective Time, other than such liabilities that arise solely out of, or relate solely to, the Sky Benefit Plans. Without limiting the generality of the foregoing, neither ~~Unizan~~Sky nor any of its Subsidiaries, nor, to Sky’s knowledge, any of their respective ~~Unizan~~ ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

(g) ~~Except for any such benefits described in Section 3.11(g) of the Unizan Disclosure Schedule with respect to the individuals listed thereon, Unizan~~Sky and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to ~~Unizan~~Sky and its Subsidiaries. ~~Unizan and each of its Subsidiaries has reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage.~~

(h) ~~Section 3.11(i) of the Unizan Disclosure Schedule sets forth (i) an accurate and complete description of each provision of any Plan or Employment Agreement under which~~Neither the execution ~~and~~nor the delivery of this Agreement ornor the consummation of the transactions contemplated ~~hereby could (either along~~by this Agreement will, either alone or in conjunction with any other ~~event)~~event (whether contingent or otherwise), (i) result in ~~cause~~any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the ~~accelerated vesting, funding~~Sky or ~~delivery~~any of orits Subsidiaries, (ii) increase the amount or value of any ~~payment~~benefit or ~~benefit~~compensation otherwise payable or required to be provided to any such director, employee ~~officer~~ or ~~director of Unizan or any of its Subsidiaries, or could limit~~independent contractor, (iii) result in the right of Unizan or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Unizan Benefit Plan or related trust or any Employment Agreement or related trust, and (ii) the maximum amountacceleration of the ~~“excess parachute payments” within the meaning~~time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the ~~Code that could become payable by Unizan or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.~~

(i) No labor organization or group of employees of ~~Unizan~~Sky or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to Sky’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. Each of ~~Unizan~~Sky and its Subsidiaries is in material compliance with all applicable laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health.

(j) Each individual who renders services to Unizan or any of its Subsidiaries who is classified by Unizan or such Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Unizan Benefit Plans) is properly so characterized. Unizan, its Subsidiaries and each member of their respective business enterprises has complied with the Worker Adjustment and Retraining Notification Act and all similar state, local and foreign laws.

(k) All Unizan Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

3.12SEC Reports. ~~Unizan~~Sky has previously made available to Huntington an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, ~~2000~~2004 by ~~Unizan~~Sky with the SEC pursuant to the Securities Act or the Exchange Act (the “~~“Unizan~~Sky Reports”), and prior to the date of this Agreement and (ii) communication mailed by ~~Unizan~~Sky to its shareholders since January 1, ~~2000~~2004 and prior to the date of this Agreement, and no such ~~Unizan~~Sky Report or communication, as of the date of such ~~Unizan~~Sky Report or communication, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. Since January 1, ~~2000,~~2004, as of their respective dates, all ~~Unizan~~Sky Reports filed under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.

3.13Compliance with Applicable Law. (a) ~~Unizan~~Sky and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and have complied in all respects with and are not in default in any respect under any, applicable law,

statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to ~~Unizan~~Sky or any of its Subsidiaries (including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist (USA Patriot) Act of 2001, the Bank Secrecy Act and applicable limits on loans to one borrower), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or default is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Unizan. Unizan Bank, N.A., is “well-capitalized” and “well-managed” under applicable regulatory definitions, and its examination rating under the Community Reinvestment Act of 1977 is “satisfactory” or better.

(b) Except as is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan, Unizan~~Sky, Sky and each ~~Unizan~~Sky Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of ~~Unizan,~~Sky, any ~~Unizan~~Sky Subsidiary, or any director, officer or employee of ~~Unizan~~Sky or of any ~~Unizan~~Sky Subsidiary, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan,~~Sky, and, except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan,~~Sky, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

(c) Since the enactment of the Sarbanes-Oxley Act, Sky has been in compliance in all material respects with (i) applicable provisions of the Sarbanes-Oxley Act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq.

3.14Certain Contracts. (a) Except as set forth in the exhibit index for ~~Unizan’s~~Sky’s Annual Report on Form 10-K for the year ended December 31, ~~2002~~2005 or as permitted pursuant toSection 5.2 hereof or as set forth onSection 3.14 of ~~Unizan~~Sky Disclosure Schedule, neither ~~Unizan~~Sky nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of Indebtedness (as defined below) by ~~Unizan~~Sky or any of its Subsidiaries in an amount in excess in the aggregate of ~~$250,000~~$20,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, ““Sky Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of ~~Unizan~~Sky or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of ~~Unizan~~Sky and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Huntington and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Sky or any of its Subsidiaries, (v) any collective bargaining agreement, (vi) any agreement providing for the indemnification by ~~Unizan~~Sky or a Subsidiary of ~~Unizan~~Sky of any Person other than customary agreements with directors or officers of ~~Unizan or its Subsidiaries or~~Sky and other than with vendors providing goods or services to ~~Unizan~~Sky or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to ~~Unizan, (v)~~Sky, (vii) any joint venture or partnership agreement material to ~~Unizan, (vi)~~Sky, (viii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of ~~Unizan~~Sky or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (vii) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Unizan or any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) any employment agreement (other than agreements terminable by Unizan or any Subsidiary of Unizan on not more than 30 days’ notice without penalty and which will not in any respect be affected by a change of control of Unizan), with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations ~~(other than as required by law)~~ to, any current or former director, officer or employee of ~~Unizan~~Sky or its Subsidiaries, (x) any material agreement regarding any agent bank or other similar relationships with respect to lines of business, (xi) any material agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, (xii) any agreement material to ~~Unizan~~Sky and its Subsidiaries taken as a whole pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether ~~Unizan~~Sky or its Subsidiary is the licensee or licensor thereunder, (xiii) any ~~agreements~~agreement pursuant to which ~~Unizan~~Sky or any of its Subsidiaries leases ~~any~~ real property, (xiv) any contract or agreement material to ~~Unizan~~Sky and its Subsidiaries taken as a whole providing for the outsourcing or provision of servicing of customers, technology or product offerings of ~~Unizan~~Sky or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business

which (A) is material to ~~Unizan~~Sky and its Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (i) through (xv) being referred to herein as “~~“Unizan~~Sky Material Contracts”).

(b) Each ~~Unizan~~Sky Material Contract is valid and binding on ~~Unizan~~Sky (or, to the extent a Subsidiary of ~~Unizan~~Sky is a party, such Subsidiary) and, to the knowledge of ~~Unizan,~~Sky, any other party thereto and is in full force and effect. Neither ~~Unizan~~Sky nor any of its Subsidiaries is in breach or default under any ~~Unizan~~Sky Material Contract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on ~~Unizan.~~Sky and its Subsidiaries, taken as a whole. Neither ~~Unizan~~Sky nor any Subsidiary of ~~Unizan~~Sky knows of, or has received notice of, any violation or default under (nor, to the knowledge of ~~Unizan,~~Sky, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any ~~Unizan~~Sky Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on ~~Unizan.~~Sky and its Subsidiaries, taken as a whole. Prior to the date hereof, ~~Unizan~~Sky has made available to Huntington true and complete copies of all ~~Unizan~~Sky Material Contracts. There are no provisions in any Sky Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “~~Section 3.14~~ ~~and elsewhere through this Agreement,~~“Indebtedness” of a ~~person shall mean~~Person means (i) all obligations of such ~~person~~Person for borrowed money, (ii) all obligations of such ~~person~~Person evidenced by bonds, debentures, notes and similar ~~instruments,~~agreements, (iii) all leases of such ~~person~~Person capitalized pursuant to GAAP, and (iv) all obligations of such ~~person~~Person under sale-and-lease back transactions, agreements to repurchase securities sold and other similar financing transactions.

3.15Agreements with Regulatory Agencies. Neither ~~Unizan~~Sky nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, ~~2000,~~2004, a recipient of any supervisory letter from, or since January 1, ~~2000,~~2004, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated financial holding companies or their Subsidiaries (each item in this sentence, whether or not set forth in the ~~Unizan~~Sky Disclosure Schedule, a “~~“Unizan~~Sky Regulatory Agreement”), nor has ~~Unizan~~Sky or any of its Subsidiaries been advised since January 1, ~~2000~~2004 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such ~~Unizan~~Sky Regulatory Agreement. Each depository institution Subsidiary (“Bank Subsidiary”) of Sky is, and to the knowledge of Sky, there has not been any event or occurrence since January 1, 2004 that could reasonably be expected to result in a determination that any such Bank Subsidiary is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. Each Bank Subsidiary of Sky has at least a “satisfactory” rating under the U.S. Community Reinvestment Act.

3.16~~Interest Rate Risk Management Instruments~~Derivative Transactions. Except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan,~~Sky, (i) all ~~interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements,~~Derivative Transactions, whether entered into for the account of ~~Unizan~~Sky or for the account of a customer of ~~Unizan~~Sky or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of any Regulatory Authority and other policies, practices and procedures employed by Sky and its Subsidiaries and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of ~~Unizan~~Sky or one of its Subsidiaries enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect, (ii) Sky and its Subsidiaries have duly performed their obligations thereunder to the extent that such obligations

to perform have accrued, and, (iii) to ~~Unizan’s~~Sky’s knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. A “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

3.17Undisclosed Liabilities. Except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of ~~Unizan~~Sky included in the ~~Unizan~~Sky 10-Q (including any notes thereto) (ii) liabilities incurred in connection with this Agreement and the transactions contemplated hereby and (iii)for liabilities incurred in the ordinary course of business consistent with past practice since September 30, ~~2003,~~2006, since such date, neither ~~Unizan~~Sky nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan.~~Sky.

3.18Environmental Liability. There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on ~~Unizan~~Sky of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against ~~Unizan,~~Sky, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan.~~Sky. To the knowledge of ~~Unizan,~~Sky, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ~~Unizan. Unizan~~Sky. Sky is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on ~~Unizan.~~Sky.

(a) Each of ~~Unizan~~Sky and its Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the ““Owned Properties”), except for Liens that do not materially detract from the present use of such real property.

(b) A true and complete copy of each agreement pursuant to which ~~Unizan~~Sky or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the ““Leases”) has heretofore been made available to Huntington. Each Lease is valid, binding and enforceable against ~~Unizan~~Sky or its applicable Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no defaults by ~~Unizan~~Sky or any of its Subsidiaries, as applicable, under any of the Leases which, in the aggregate, would result in the termination of such Leases and a Material Adverse Effect on ~~Unizan.~~Sky. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, except for any such default which would not individually or in the aggregate, have a Material Adverse Effect on ~~Unizan.~~Sky and its Subsidiaries taken as a whole.

(c) The Owned Properties and the properties (the ““Leased Properties”) leased pursuant to the Leases constitute all of the real estate on which ~~Unizan~~Sky and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on ~~Unizan.~~Sky and its Subsidiaries taken as a whole.

(d) A true and complete copy of each agreement pursuant to which ~~Unizan~~Sky or any of its Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the ““Third Party Leases”) has heretofore been made available to Huntington. Each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no existing defaults by the tenant under any Third Party Lease which, in the aggregate, would result in the termination of such Third Party Leases except for any such default which would not reasonably be expected to result in a Material Adverse Effect on ~~Unizan.~~Sky and its Subsidiaries taken as a whole.

3.20State Takeover Laws. The Board of Directors of ~~Unizan~~Sky has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions the provisions of Chapter 1704 and Section 1707.043 of the OGCL ~~Article VIII of the Unizan Articles~~ and all other similar “takeover” or “interested shareholder” ~~law (any such laws,~~~~“Takeover Statutes~~~~”).~~law. Sky has taken all action necessary so that the entering into of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the grant of any rights to any person under the Sky Shareholder Rights Agreement or enable or require the rights issuable thereunder to be exercised, distributed or triggered.

3.21Reorganization. As of the date of this Agreement, ~~Unizan~~Sky is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

3.22~~Opinions~~Opinion. Prior to the execution of this Agreement, ~~Unizan~~Sky has received an opinion from Sandler O’Neill & Partners, L.P. to the effect that as of the date thereof and based upon and subject to the matters set forth therein, the ~~Exchange Ratio~~Merger Consideration is fair to the shareholders of ~~Unizan~~Sky from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

3.23Internal Controls. (a) None of ~~Unizan~~Sky or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. ~~Unizan~~Sky and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

(b) Sky (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Sky including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Sky by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Sky’s outside auditors and the audit committee of Sky’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Sky’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Sky’s internal controls over financial reporting. These disclosures were made in writing by management to Sky’s auditors and audit committee and a copy has previously been made available to Huntington. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), without qualification, when next due.

(c) Since December 31, 2005, (i) through the date hereof, neither Sky nor any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Sky or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Sky or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Sky or any of its Subsidiaries, whether or not employed by Sky or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Sky or any of its officers, directors, employees or agents to the Board of Directors of Sky or any committee thereof or to any director or officer of Sky.

3.24Insurance. ~~Unizan~~Sky and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as its management reasonably has determined to be prudent in accordance with industry practices.

3.25~~Unizan~~Sky Information. The information relating to ~~Unizan~~Sky and its Subsidiaries contained in the Joint Proxy Statement and the Form S-4, or that is provided by ~~Unizan~~Sky or its representatives for inclusion in any other document filed with any other Regulatory Agency in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Joint Proxy Statement (except for such portions thereof that relate only to Huntington, Merger Sub or any of ~~its~~their Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

3.26Investment Securities. Except where failure to be true would not reasonably be expected to have a Material Adverse Effect on Sky, (a) each of Sky and its Subsidiaries has good title to all securities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Sky or its Subsidiaries, and such securities are valued on the books of Sky in accordance with GAAP in all material respects, and (b) Sky and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures which Sky believes are prudent and reasonable in the context of such businesses.

3.27Loan Portfolio. (a) Section 3.27 of the Sky Disclosure Schedule sets forth (i) the aggregate outstanding principal amount, as of November 30, 2006, of all loan agreements, notes or borrowing arrangements (including leases and credit enhancements) payable to Sky or its Subsidiaries (collectively, “Loans”), other than “non-accrual” Loans, and (ii) the aggregate outstanding principal amount, as of November 30, 2006, of all “non-accrual” Loans. As of November 30, 2006, Sky and its Subsidiaries, taken as a whole, did not have outstanding Loans and assets classified as “Other Real Estate Owned” with an aggregate then outstanding, fully committed principal amount in excess of that amount set forth onSection 3.27 of the Sky Disclosure Schedule.

(b) Each Loan (i) is evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). All Loans originated by Sky or its Subsidiaries, and all such Loans purchased, administered or serviced by Sky or its Subsidiaries, were made or purchased and/or are administered or serviced, as applicable, in accordance with customary lending standards of Sky or its Subsidiaries, as applicable. All such Loans (and any related guarantees) and payments due thereunder are, and on the Effective Date will be, free and clear of any Lien, and Sky or its Subsidiaries has complied in all material respects, and on the Effective Date will have complied in all material respects, with all laws and regulations relating to such Loans.

(c) None of the agreements pursuant to which Sky or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.

(d) Each of Sky and each Sky Subsidiary, as applicable, is approved by and is in good standing as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an “Agency” and, collectively, the “Agencies”).

(e) None of Sky or any of its Subsidiaries is now nor has it ever been since January 1, 2004 subject to any fine, suspension, settlement or other agreement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from any Agency or any federal or state agency relating to the origination, sale or servicing of mortgage or consumer Loans. Neither Sky nor any of its Subsidiaries has received any notice that any Agency proposes to limit or terminate the underwriting authority of Sky or any of its Subsidiaries or to increase the guarantee fees payable to any such Agency.

(f) Each of Sky and its Subsidiaries is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations, including the Truth-In-Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, the Real Estate Settlement Procedures Act and Regulation X, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act and all Agency and other investor and mortgage insurance company requirements relating to the origination, sale and servicing of mortgage and consumer Loans.

3.28Intellectual Property. Sky and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property used in the conduct of its business as currently conducted that is material to Sky and its Subsidiaries, taken as a whole. Except as would not reasonably be expected to have a Material Adverse Effect on Sky, (i) the use of any Intellectual Property by Sky and its Subsidiaries does not, to the knowledge of Sky, infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which Sky or any Subsidiary acquired the right to use any Intellectual Property; (ii) no person is challenging, infringing on or otherwise violating any right of Sky or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to Sky or its Subsidiaries; and (iii) neither Sky nor any of its Subsidiaries has received any written notice of any pending claim with respect to any Intellectual Property used by Sky and its Subsidiaries and no Intellectual Property owned and/or licensed by Sky or its Subsidiaries is being used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.

Except as disclosed in a correspondingly numbered section of the disclosure schedule (the ““Huntington Disclosure Schedule”) delivered by Huntington and Merger Sub to ~~Unizan~~Sky prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in

response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in thisArticle IV, or to one or more of Huntington’s covenants contained herein,provided,however, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect on Huntington or Merger Sub), Huntington and Merger Sub, jointly and severally, hereby ~~represents~~represent and ~~warrants~~warrant to ~~Unizan~~Sky as follows:

4.1Corporate Organization. (a) Huntington is a corporation duly organized, validly existing ~~and in good standing~~ under the laws of the State of ~~Maryland.~~Maryland and in good standing with SDAT. Huntington has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

(b) Huntington is duly registered as a bank holding company and is a financial holding company under the BHC Act. True and complete copies of the ~~Articles of Restatement of~~ Charter ~~as amended~~ (the ““Huntington Charter”) and Bylaws of Huntington (“Huntington Bylaws”), as in effect as of the date of this Agreement, have previously been made available to ~~Unizan.~~Sky.

qualified, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Merger Sub was formed solely for the purposes of engaging in the transactions contemplated by this Agreement, and since its date of formation, has not engaged in any activities nor conducted its operation other than in connection with or as contemplated by this Agreement. True and complete copies of Merger Sub’s Articles of Organization and LLC Agreement, in effect as of the date of this Agreement, have previously been made available to Sky.Section 4.1(c) of the Huntington Disclosure Schedule sets forth all material nonconsolidated subsidiaries of Huntington.

4.2Capitalization. (a) The authorized capital stock of Huntington consists of 500,000,000 shares of Huntington Common Stock, of which, as of ~~the date hereof, 229,057,890~~December 15, 2006, 235,220,512 shares were issued and outstanding, and 6,617,808 shares of preferred stock, no par value (the ““Huntington Preferred Stock”), of which, as of the date hereof, no shares were issued and outstanding. As of ~~the date hereof,~~December 15, 2006, no more than ~~28,808,365~~22,645,743 shares of Huntington Common Stock were held in Huntington’s treasury. As of the date hereof, no shares of Huntington Common Stock or Huntington Preferred Stock were reserved for issuance, except for ~~19,946,505~~26,513,240 shares of Huntington Common Stock reserved for issuance upon exercise of options issued pursuant to employee and director stock plans of Huntington in effect as of the date of this Agreement (the ““Huntington Stock Plans”). All of the issued and outstanding shares of Huntington Common Stock have been, and all shares of Huntington Common Stock that may be issued pursuant to the Huntington Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The total equity interests in Merger Sub consists of 100 outstanding membership units (“Merger Sub Units”). All Merger Sub Units are been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. ~~As of the date hereof, except~~Except pursuant to this ~~Agreement, the Rights~~ Agreement and the Huntington Stock Plans, Huntington does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Huntington Common Stock or Merger Sub Units or any other equity securities of Huntington or Merger Sub or any securities representing the right to purchase or otherwise receive any shares of Huntington Common ~~Stock.~~Stock or Merger Sub Units. The shares of Huntington Common Stock to be issued pursuant to the Merger ~~will be~~have been duly authorized and, ~~validly~~when issued and atdelivered in accordance with the ~~Effective Time, all such shares~~terms of this Agreement, will behave been validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

(b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of Huntington are owned by Huntington, directly or indirectly, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (subject to 12 U.S.C. §§ 55) and free of preemptive rights. No such significant subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such subsidiary.

4.3Authority; No Violation. (a) Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by ~~Unizan)~~Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

(b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

~~(b)~~(c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreement, will (i) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or ~~(ii)~~LLC Agreement or (iii) assuming that the consents, approvals and filings referred to inSection 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien

upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause ~~(ii)~~(iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

4.4Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such

applications and notices, and, in connection with the merger of the national ~~bank~~and/or state Bank Subsidiaries of ~~Unizan~~Sky and Huntington, the filing of applications and notices, as applicable, with the OCC or the Ohio DFI and the Federal Reserve Board and approval of such applications and notice, (ii) the Other Regulatory Approvals, (iii) the filing with the SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and acceptance for record by the ~~Maryland Department of Assessments and Taxation~~SDAT pursuant to the ~~MGCL and the issuance by the Maryland Secretary of a Certificate of Merger~~MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (v) any notices to or filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicably industry SRO, and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement and approval of listing such Huntington Common Stock on the Nasdaq Stock Market, (ix) the approval of the issuance of Huntington Common Stock in connection with the Merger by the requisite vote of stockholders of Huntington, and (x) filings, if any, required as a result of the particular status of ~~Unizan,~~Sky, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington or Merger Sub of this Agreement and (B) the consummation by Huntington or Merger Sub of the Merger and the other transactions contemplated by this Agreement.

4.5Reports. Huntington and each of its Subsidiaries have in all material respects timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, ~~2000~~2004 with the Regulatory Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, ~~2000,~~2004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Huntington and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Huntington, investigation into the business or operations of Huntington or any of its Subsidiaries since January 1, ~~2000.~~2004. There (i) is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Huntington or any of its Subsidiaries, and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Huntington since January 1, ~~2000.~~2004.

4.6Financial Statements. Huntington has previously made available to ~~Unizan~~Sky copies of (i) the consolidated balance sheet of Huntington and its Subsidiaries as of December 31, ~~2000, 2001~~2003, 2004 and ~~2002,~~2005, and the related consolidated statements of income, changes in ~~shareholders’~~stockholders’ equity and cash flows for the years then ended as reported in Huntington’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2002~~2005 (as amended prior to the date hereof, the “Huntington ~~2002~~2005 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to the year ended December 31, 2003, and accompanied by the audit reports of Deloitte & Touche LLP, independent public accountants with respect to Huntington for the years ended December 31, 2004 and 2005, and (ii) the unaudited consolidated balance sheet of Huntington and its Subsidiaries as of September 30, ~~2002~~2005 and ~~2003,~~2006, and the related consolidated statements of income, changes in ~~shareholders’~~stockholders’ equity and cash flows of the ~~three~~three- and ~~nine month~~nine-month periods then ended, as reported in Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, ~~2003~~2006 (the “Huntington 10-Q”). The December 31, ~~2002~~2005 consolidated balance sheet of Huntington (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Huntington and its Subsidiaries as of the date thereof, and the other financial

statements referred to in thisSection 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in ~~shareholders’~~stockholders’ equity and consolidated financial position of Huntington and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth,

subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Huntington and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

4.7Broker’s Fees. Neither Huntington nor any Huntington Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any brokers fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than ~~Keefe, Bruyette~~Bear, Stearns & ~~Woods,~~Co. Inc. and Lehman Brothers Inc., all of the fees and expenses of which shall be the sole responsibility of Huntington.

4.8Absence of Certain Changes or Events. Except as publicly disclosed in the Forms 10-K, 10-Q and 8-K comprising the Huntington Reports (as defined inSection ~~4.11~~4.12) filed prior to the date of this Agreement, from ~~September 30, 2003~~December 31, 2005 through and including the date of this Agreement, (i) Huntington and the Huntington Subsidiaries have carried on their respective businesses in all material respects in the ordinary course consistent with past practice and (ii) there has not been any Material Adverse Effect with respect to Huntington.

4.9Legal Proceedings. (a) Except as set forth inSection 4.9 of the Huntington Disclosure Schedule, there is no ~~and there is,~~pending, or, to Huntington’s knowledge, no threatened, litigation, action, suit, proceeding, investigation or arbitration material to Huntington and its Subsidiaries, taken as a whole, and no action, demand, charge, requirement or investigation by any Governmental Entity and no litigation, action, suit, proceeding, investigation or arbitration by any Person or Governmental Entity that is material to Huntington and its Subsidiaries, taken as a whole, in each case with respect to Huntington or any of its Subsidiaries or any of their respective properties or permits, licenses or authorizations, is pending or, to the knowledge of Huntington, threatened.

(b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon Huntington, any of its Subsidiaries or the assets of Huntington or any of its Subsidiaries.

4.10Taxes and Tax Returns. Each of Huntington and its Subsidiaries has duly and timely filed (including all ~~federal, state, foreign and local information returns and~~applicable extensions) all material Tax ~~returns~~Returns required to be filed by it on or prior to the date of this Agreement (all such ~~returns~~Tax Returns being accurate and complete in all material respects), has timely paid or withheld all Taxes shown thereon as arising and has duly and timely paid or ~~made provision for the payment of~~withheld all material Taxes that ~~have been incurred or~~ are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities other than ~~(i)~~ Taxes ~~or other governmental charges~~ that ~~are not yet delinquent or~~ are being contested in good faith, which have not been finally determined, and have been adequately reserved against in accordance with GAAP on Huntington’s most recent consolidated financial statements. There are no material disputes, audits, examinations or proceedings pending, or claims asserted, for Taxes or assessments upon Huntington or any of its Subsidiaries.

4.11Employee Benefits. For purposes hereof, the following terms shall have the following meaning:

A “Huntington Benefit Plan” means any material employee benefit plan, program, policy, practice, or other arrangement providing benefits to any current or former employee, officer or director of Huntington or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by Huntington or any of its Subsidiaries or to which Huntington or any of its Subsidiaries contributes or is obligated to contribute, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or policy.

“Huntington Employment Agreement” means a contract, offer letter or agreement of Huntington or any of its Subsidiaries with or addressed to any individual who is rendering or has rendered services thereto as an employee or consultant pursuant to which Huntington or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services.

“Huntington Plan” means any Huntington Benefit Plan other than a Multiemployer Plan.

(a)Section 4.11(a) of the Huntington Disclosure Schedule includes a complete list of all material Huntington Benefit Plans and all material Huntington Employment Agreements.

(b) With respect to each Huntington Plan, Huntington has delivered or made available to Sky a true, correct and complete copy of: (i) each writing constituting a part of such Huntington Plan, including without limitation all plan documents, employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. Huntington has delivered or made available to Sky a true, correct and complete copy of each material Huntington Employment Agreement.

(c) All material contributions required to be made to any Huntington Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Huntington Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the financial statements to the extent required by GAAP. Each Huntington Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section��419 of the Code or (ii) ~~information returns, Tax returns or Taxes as~~is unfunded.

(d) With respect to ~~which~~each Huntington Plan, Huntington and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the ~~failure~~Code and all laws and regulations applicable to ~~file, pay or make provision for~~such Huntington Plans. Each Huntington Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that would reasonably ~~likely~~be expected to give rise to, any requirement for the posting of security with respect to a Huntington Plan or the imposition of any material lien on the assets of Huntington or any of its Subsidiaries under ERISA or the Code.Section 4.11(d) of the Huntington Disclosure Schedule identifies each Huntington Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Huntington Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked or Huntington is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of Huntington, there are no existing circumstances and no events have ~~either~~occurred that would reasonably be expected to adversely affect the qualified status of any Huntington Qualified Plan or the related trust. No trust funding any Huntington Plan is intended to meet the requirements of Code Section 501(c)(9). None of Huntington and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the Huntington Plans or their related trusts, Huntington, any of its Subsidiaries or any person that Huntington or any of its Subsidiaries has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(e) With respect to each Huntington Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, and, (ii) except as would not have, individually or in the aggregate, a Material Adverse ~~Effect~~Effect: (A) the fair market value of the assets of such Huntington Plan equals or exceeds the actuarial present value of all accrued benefits under such Huntington Plan

(whether or not vested) on ~~Huntington.~~a termination basis; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred; (C) all premiums to the PBGC have been timely paid in full; (D) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or would reasonably be expected to be incurred by Huntington or any of its Subsidiaries; and (E) the PBGC has not instituted proceedings to terminate any such Huntington Plan and, to Huntington’s knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Huntington Plan.

(f) (i) No Huntington Benefit Plan is a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (ii) none of Huntington and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of Huntington and its Subsidiaries nor any of their respective ERISA Affiliates has incurred, during the last six years, any Withdrawal Liability that has not been satisfied in full.There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a liability of Huntington or any of its Subsidiaries following the Effective Time, other than such liabilities that arise solely out of, or relate solely to, the Huntington Benefit Plans. Without limiting the generality of the foregoing, neither Huntington nor any of its Subsidiaries, nor, to Huntington’s knowledge, any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

(g) Huntington and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to Huntington and its Subsidiaries.

(h) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of Huntington or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

(i) No labor organization or group of employees of Huntington or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to Huntington’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. Each of Huntington and its Subsidiaries is in material compliance with all applicable laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health.

~~4.11~~4.12SEC Reports. Huntington has previously made available to ~~Unizan~~Sky an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive Proxy Statement filed since January 1, ~~2000~~2004 by Huntington with the SEC pursuant to the Securities Act or the Exchange Act (the “Huntington Reports”) and prior to the date of this Agreement and (ii) communication mailed by Huntington to its stockholders since January 1, ~~2000~~2004 and prior to the date of this Agreement, and no such Huntington Report or communication, as of the date of such Huntington Report or communication, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the

statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date.

Since January 1, ~~2000,~~2004, as of their respective dates, all Huntington Reports filed under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.

~~4.12~~4.13Compliance with Applicable Law. (a) Huntington and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and have complied in all respects with and are not in default in any respect under any, applicable law, statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to Huntington or any of its Subsidiaries (including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist (USA Patriot) Act of 2001, the Bank Secrecy Act and applicable limits on loans to one borrower), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or default is not reasonably likely to, either individually or in the aggregate, have a Material Adverse Effect on Huntington. The Huntington National Bank is “well-capitalized” and “well-managed” under applicable regulatory definitions, and its examination rating under the Community Reinvestment Act of 1977 is “satisfactory” or better.

(b) Except as is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington, Huntington and each Huntington Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of Huntington, any Huntington Subsidiary, or any director, officer or employee of Huntington or of any Huntington Subsidiary, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington, and, except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

(c) Since the enactment of the Sarbanes-Oxley Act, Huntington has been in compliance in all material respects with (i) applicable provisions of the Sarbanes-Oxley Act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq.

~~4.13~~4.14Certain Contracts. (a) Except as set forth in the exhibit index for Huntington’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant toSection 5.3 hereof or as set forth onSection 4.14 of Huntington Disclosure Schedule, neither Huntington nor any of its Subsidiaries is a party to or bound by (i) any Instruments of Indebtedness by Huntington or any of its Subsidiaries in an amount in excess in the aggregate of $50,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Huntington Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Huntington or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of Huntington and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Sky and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Huntington or any of its Subsidiaries, (v) any collective bargaining agreement, and (vi) any contract or other agreement not made in the ordinary course of business which (A) is material to Huntington and its Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (i) through (vi) being referred to herein as “Huntington Material Contracts”). There are no provisions in any Huntington Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration.

(b) Each Huntington Material Contract is valid and binding on Huntington (or, to the extent a Subsidiary of Huntington is a party, such Subsidiary) and, to the knowledge of Huntington, any other party thereto and is in full force and effect. Neither Huntington nor any of its Subsidiaries is in breach or default under any Huntington Material Contract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Huntington and its Subsidiaries taken as a whole. Neither Huntington nor any Subsidiary of Huntington knows of, or has received notice of, any violation or default under (nor, to the knowledge of Huntington, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Huntington Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Huntington and its Subsidiaries taken as a whole. Prior to the date hereof, Huntington has made available to Sky true and complete copies of all Huntington Material Contracts.

4.15Agreements with Regulatory Agencies. Neither Huntington nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, ~~2000,~~2004, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or since January 1, ~~2000,~~2004, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated financial holding companies or their Subsidiaries (each, whether or not set forth in the Huntington Disclosure Schedule, a “Huntington Regulatory Agreement”), nor has Huntington or any of its Subsidiaries been advised since January 1, ~~2000,~~2004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Huntington Regulatory Agreement. Each Bank Subsidiary of Huntington is, and to the knowledge of Huntington, there has not been any event or occurrence since January 1, 2004 that could reasonably be expected to result in a determination that any such Bank Subsidiary is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. Each Bank Subsidiary of Huntington has at least a “satisfactory” rating under the U.S. Community Reinvestment Act.

~~4.14~~4.16~~Interest Rate Risk Management Instruments~~Derivative Transactions. Except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington, (i) all ~~interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements,~~Derivative Transactions, whether entered into for the account of Huntington or for the account of a customer of Huntington or one of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of any Regulatory Authority and other policies, practices and procedures employed by Huntington and its Subsidiaries and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Huntington or one of its Subsidiaries enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect, (ii) Huntington and each of its Subsidiaries have duly

performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to Huntington’s knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.

~~4.15~~4.17Undisclosed Liabilities. Except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Huntington included in the Huntington 10-Q (including any notes thereto), (ii) liabilities incurred in connection with this Agreement and the transactions contemplated thereby and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since September 30, ~~2003,~~2006, since such date, neither Huntington nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect on Huntington.

~~4.16~~4.18Environmental Liability. There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Huntington of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against Huntington, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington. To the knowledge of Huntington, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Huntington. Huntington is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

~~4.17~~4.19Reorganization. As of the date of this Agreement, neither Huntington nor Merger Sub is ~~not~~ aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

~~4.18~~4.20Internal Controls. (a) None of Huntington or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. Huntington and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

(b) Huntington (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Huntington including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Huntington by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Huntington’s outside auditors and the audit committee of Huntington’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Huntington’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Huntington’s internal controls over financial reporting. These disclosures were made in writing by management to Huntington’s auditors and audit committee and a copy has previously been made available to Huntington. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

(c) Since December 31, 2005, (i) through the date hereof, neither Huntington nor any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Huntington or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Huntington or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Huntington or any of its Subsidiaries, whether or not employed by Huntington or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Huntington or any of its officers, directors, employees or agents to the Board of Directors of Huntington or any committee thereof or to any director or officer of Huntington.

~~4.19~~4.21Huntington Information. The information relating to Huntington and its Subsidiaries that is provided by Huntington and Merger Sub for inclusion in the Joint Proxy Statement and the Form S-4, or the information relating to Huntington and its Subsidiaries that is provided by Huntington or Merger Sub or its representatives for inclusion in any other document filed with any other Regulatory Agency in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Form S-4 will comply with the provisions of the Securities Act and the rules and regulations thereunder in all material respects.

4.22Opinion. Prior to the execution of this Agreement, Huntington has received an opinion from each of Bear Stearns and Lehman Brothers Inc. to the effect that as of the date thereof and based upon and subject to the matters set forth therein, the Merger Consideration is fair to Huntington from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

4.23Cash Consideration. Huntington has available to it sufficient funds to pay the aggregate Cash Consideration.

5.1Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, ~~(including the Unizan Disclosure Schedule), Unizan~~each of Huntington and Sky shall, and shall cause each of its respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, ~~(i)~~(ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would ~~adversely affect~~reasonably be expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties to obtain, any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

5.2~~Unizan~~Sky Forbearances. During the period from the date of this Agreement to the Effective Time, except as set forth inSection 5.2 of the ~~Unizan~~Sky Disclosure Schedule and except as expressly contemplated or permitted by this Agreement, ~~Unizan~~Sky shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of ~~Huntington:~~Huntington, which shall not be unreasonably withheld:

(a)(i) other than dividends and distributions by a direct or indirect Subsidiary of ~~Unizan~~Sky to ~~Unizan~~Sky or any direct or indirect wholly owned Subsidiary of ~~Unizan,~~Sky, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock (except for regular quarterly cash dividends with customary record dates and payment dates and not to exceed ~~$0.135~~$0.25 per share on ~~Unizan~~Sky Common Stock), (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, except upon the exercise of ~~Unizan~~Sky Stock Options or settlement of Sky Unit Awards that are outstanding as of the date hereof in accordance with their present terms, or (iii) purchase, redeem or otherwise acquire any shares of capital stock or other securities of ~~Unizan~~Sky or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the issuance of ~~Unizan~~Sky Common Stock upon the exercise of ~~Unizan~~Sky Stock Options or settlement of Sky Stock Unit Awards that are outstanding as of the date hereof in accordance with their present ~~terms)~~terms, including the withholding of shares of Sky Common Stock to satisfy the exercise price or Tax withholding);

(b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of ~~Unizan~~Sky Common Stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities,

including any ~~Unizan~~Sky Stock Options and Sky Unit Awards (other than the issuance of ~~Unizan~~Sky Common Stock upon the exercise of ~~Unizan~~Sky Stock Options or settlement of Sky Stock Unit Awards that are outstanding as of the date hereof in accordance with their present terms);

(d)(i) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets except inventory or other similar assets in the ordinary course of business consistent with past practice or (ii) open, acquire, close ~~sell~~ or ~~acquire~~sell any branches;

(e) sell, lease, license, mortgage or otherwise encumber or subject to any Lien, or otherwise dispose of any of its properties or assets other than securitizations and other transactions in the ordinary course of business ~~and~~ consistent with past ~~practices~~practice or create any security interest in such assets or ~~properties;~~properties other than in the ordinary course of business consistent with past practice;

renewed, extended or replaced, (“Credit Facilities”)) that are incurred in the ordinary course of business consistent with past practice and with respect to which ~~Unizan~~Sky consults with Huntington on a basis not less frequently than weekly, or for borrowings under Credit Facilities or other lines of credit or refinancing of indebtedness outstanding on the date hereof in additional amounts not to exceed ~~$2,500,000,~~$20,000,000, incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than ~~Unizan~~Sky or any wholly owned Subsidiary thereof), or, other than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments in, any Person other than its wholly owned Subsidiaries and as a result of ordinary advances and reimbursements to employees and endorsements of banking instruments;

(g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the date hereof, except as required by changes in GAAP or regulatory accounting principles;

(h) change in any material respects its underwriting, operating, investment or risk management or other similar policies of ~~Unizan~~Sky or any of its Subsidiaries;

(i) make, change or revoke any material Tax election, ~~amend~~change an annual Tax accounting period, adopt or change any Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax ~~return, change any method of Tax accounting in any material respect, settle any material liability for Taxes,~~claim or assessment or surrender any right to claim a ~~material~~ refund of a material amount of Taxes;

(j) other than in the ordinary course of business consistent with past practice, terminate or waive any material provision of any material agreement, contract or obligation (collectively, “Contracts”) other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms, or enter into or renew any agreement or contract or other binding obligation of ~~Unizan~~Sky or its Subsidiaries containing (i) any restriction on the ability of ~~Unizan~~Sky and its Subsidiaries, or, after the Merger, Huntington and its Subsidiaries, to conduct its business as it is presently being conducted or currently contemplated to be conducted after the Merger or (ii) any restriction on ~~Unizan~~Sky or its Subsidiaries, or, after the Merger, Huntington and its Subsidiaries, in engaging in any type or activity or business;

(k)(i) incur any capital expenditures in excess of ~~$50,000~~$200,000 individually or ~~$250,000~~$1,000,000 in the aggregate or (ii) enter into any agreement obligating ~~Unizan~~Sky to spend more than ~~$50,000~~$200,000 individually or ~~$250,000~~$1,000,000 in the aggregate;

(l) except as required by agreements or instruments in effect on the date hereof, alter in any material respect, or enter into any commitment to alter in any material respect, any ~~interest~~ material ~~to Unizan and its Subsidiaries, taken as a whole,~~interest in any corporation, association, joint venture, partnership or business entity in which ~~Unizan~~Sky directly or indirectly holds any equity or ownership interest on the date hereof (other than any interest arising from any foreclosure, settlement in lieu of foreclosure or troubled loan or debt restructuring in the ordinary course of business consistent with past practice);

(m) ~~Except for payments described~~except as required by the terms of Sky Benefit Plans or Sky Employment Agreements as in effect on the date hereof or by applicable Law (including, Section ~~5.2(m)~~409A of the ~~Unizan Disclosure Schedule~~Code) or as provided by this Agreement, (i) grant to any current or former director, officer, employee, consultant or other service provider of ~~Unizan~~Sky or its Subsidiaries any increase in compensation, ~~or other benefits or pay any discretionary compensation or severance,~~ except for annual salary or wage increases ~~to employees~~ in the ordinary course of business consistent with past practice ~~(which increases do~~ not to exceed ~~5.0% of any applicable employee’s current salary or wage or 2.5%~~3.0% in the aggregate, ~~for all employees) or as required by the terms existing prior to the date hereof of plans or arrangements described in~~~~Section 3.11~~ ~~of the Unizan Disclosure Schedule,~~ (ii) grant to any ~~such~~ current or former director, officer, employee, consultant or service provider any increase in severance or termination pay, except for any such increases to employees who are not officers in the ordinary course of business consistent with past practice, (iii) ~~establish, or~~ increase the compensation or benefits provided under, ~~(including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards or similar instruments),~~ or otherwise amend, ~~or clarify,~~ any ~~Unizan Benefit~~Sky Plan or Sky Employment Agreement, ~~except as required by applicable law,~~ (iv) modify any ~~Unizan~~Sky Stock Option or other equity-based award, (v) make any discretionary contributions or payments to

any trust or other funding vehicle, except for contributions or ~~pay any discretionary premiums~~payments in ~~respect~~the ordinary course of ~~benefits under any Unizan Benefit Plan or Employment Agreement,~~business consistent with past practice, (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee, consultant or other service provider or otherwise pay any amounts not due such individual, (vii) enter into any new or amend any existing employment or consulting agreement with any director or officer ~~employees, consultants or service provider or hire retain the services~~ of ~~any such person,~~Sky, or (viii) establish, adopt or enter into any collective bargaining agreement;

(n) agree or consent to any material agreement or material modifications of existing agreements with any Governmental Entity in respect of the operations of its business, except as required by law;

(o) pay, discharge, settle or compromise any claim, action, litigation, arbitration, suit, investigation or proceeding, other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of ~~$50,000~~$200,000 individually or ~~$100,000~~$1,000,000 in the aggregate, and that does not create precedent for other pending or potential claims, actions, litigation, arbitration or proceedings;

(p) restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, except in consultation (in advance of any restructuring or material change except to the extent not commercially practicable) with Huntington, or the manner in which the portfolio is classified or reported;

~~(p)~~(q) issue any broadly distributed communication of a general nature to Employees (including general communications relating to benefits and compensation) or customers without the prior approval of Huntington (which will not be unreasonably delayed or withheld), except for communications in the ordinary course of business that do not relate to the Merger or other transactions contemplated hereby;

~~(q)~~(r) take any action, or knowingly fail to take any action, which action or failure to act would be reasonably expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;

~~(r)~~(s) take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby;

~~(s)~~(t) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth inArticle VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; or

~~(t)~~(u) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by thisSection 5.2.

5.3Huntington Forbearances. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, Huntington shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of ~~Unizan,~~Sky, (i) amend, repeal or otherwise modify any provision of the Huntington Charter or the Huntington Bylaws (other than those that would not be adverse to ~~Unizan~~Sky or its shareholders or those that would not impede ~~Huntington’~~Huntington’s or Merger Sub’s ability to consummate the transactions contemplated hereby, and other than any provisions relating to the preferred stock of Huntington), (ii) amend, repeal or otherwise modify any provision of Merger Sub’s Articles of Organization or LLC Agreement (other than those that would not be adverse to Sky or its shareholders or those that would not impede Huntington’s or Merger Sub’ ability to consummate the transactions contemplated hereby), (iii) take any action, or knowingly fail to take any action, which action or failure to act would be reasonably expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (iii) take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby, (iv) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth inArticle VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law, (v) make any material investment either by purchase of stock or ~~(v)~~securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, in any case to the extent such action would be reasonably expected to prevent, or materially impede or delay, the consummation of the transactions contemplated by this Agreement or (vi) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by thisSection ~~5.3~~5..3.

6.1Regulatory Matters. (a) Huntington and ~~Unizan~~Sky shall promptly prepare and file with the SEC the Joint Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Huntington and ~~Unizan~~Sky shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and ~~Unizan~~each of the parties shall thereafter mail or deliver the Joint Proxy Statement to its ~~shareholders.~~respective shareholders or stockholders, as applicable. Huntington shall file the opinions described inSections 7.2(c) and7.3(c) with the SEC by post-effective amendment to the Form S-4. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and ~~Unizan~~Sky shall furnish all information concerning ~~Unizan~~Sky and the holders of ~~Unizan~~Sky Common Stock as may be reasonably requested in connection with any such action.

(b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. ~~Unizan~~Sky and Huntington shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to ~~Unizan~~Sky or Huntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions

contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.

Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Huntington to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Huntington and its Subsidiaries (including the Surviving Company after giving effect to the Merger) taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, Sky agrees to cooperate and use its reasonable best efforts to assist Huntington in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Sky and Huntington following consummation of the Merger.

(c) Each of Huntington and ~~Unizan~~Sky shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Huntington, ~~Unizan~~Sky or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.

(d) Each of Huntington, Merger Sub and ~~Unizan~~Sky shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

6.2Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of ~~Unizan~~Sky and Huntington shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the other, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, the parties shall, and shall cause its Subsidiaries to, make available to the other party all other information concerning its business, properties and personnel as the other may reasonably request. ~~Unizan~~Sky shall, and shall cause each of its Subsidiaries to, provide to Huntington a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that such party is not permitted to disclose under applicable law). Neither ~~Unizan~~Sky nor Huntington nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or

disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the parties as of ~~December 19, 2003~~July 26, 2006 (the “Confidentiality Agreement”). Nothing in this Agreement shall prohibit the disclosure of the tax treatment and tax structure, as those terms are used in Treasury Regulation Section 1.6011-4, of the transactions contemplated by this Agreement (but no other details about the matters covered by this Agreement, including without limitation the identities of the parties) from and after the date of the public announcement by the parties of this Agreement and the Merger.

(c) No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other set forth in this Agreement.

6.3Shareholder Approval. ~~Unizan~~Sky and Huntington shall each call a meeting of ~~its~~their respective shareholders and stockholders, as applicable, to be held as soon as reasonably practicable for the purpose of obtaining the requisite shareholder or stockholder approval required in connection with this Agreement and the Merger (the “~~Unizan~~Sky Shareholder Meeting”) and the “Huntington Stockholder Meeting,” respectively), and shall use its reasonable best

efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of ~~Unizan shall~~Sky has resolved to recommend to ~~Unizan’s~~Sky’s shareholders that such shareholders vote in favor of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the “~~Unizan~~Sky Recommendation”);~~provided~~,~~however~~~~, that Unizan’s Board of Directors~~ and shall ~~not be required~~use reasonable best efforts to ~~make~~obtain such ~~Unizan Recommendation to the extent provided in~~~~Section 6.13~~~~. Notwithstanding any Change in Unizan Recommendation, unless~~approval and adoption. Unless otherwise directed in writing by Huntington, this Agreement and the Merger shall be submitted to the shareholders of ~~Unizan~~Sky at the ~~Unizan Shareholders~~Sky Shareholder Meeting for the purpose of approving the Agreement and the ~~Merger and nothing contained herein shall be deemed to relieve Unizan of such obligation,~~Merger.~~provided~~T,~~however~~~~, that if the~~he Board of Directors of ~~Unizan shall have effected a Change~~Huntington has resolved to recommend to its stockholders that such stockholders vote in Unizan Recommendation in accordance with this Agreement, then in submitting this Agreement to Unizan’s shareholders, the Board of Directors of Unizan may submit this Agreement to Unizan’s shareholders without recommendation (although the resolutions adopting this Agreement and the Plan of Merger asfavor of the ~~date hereof may not~~approval of the issuance of shares of Huntington Common Stock in connection with the Merger (the “Huntington Recommendation”) and shall use reasonable best efforts to obtain such approval. Unless otherwise directed in writing by Sky, such share issuance proposal shall be rescinded or amended), in which event the Board of Directors of Unizan may communicate the basis for its lack of a recommendation to Unizan’s shareholders in the Proxy Statement or an appropriate amendment or supplement theretosubmitted to the ~~extent required by law.~~stockholders of Huntington at the Huntington Stockholder Meeting for the purpose of approving such issuance of shares of Huntington Common Stock in connection with the Merger.

6.4Legal Conditions to Merger. ~~Each~~Subject toSection 6.1(b), each of Huntington and ~~Unizan~~Sky shall, and shall cause its Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth inArticle VII, to consummate the transactions contemplated by this Agreement, and (ii) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by ~~Unizan~~Sky or Huntington or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement.

6.5Affiliates. ~~Unizan~~Sky shall use its reasonable best efforts to cause each director, executive officer and other person who is an “affiliate” (for purposes of Rule 145 under the Securities Act) of ~~Unizan~~Sky to deliver to Huntington, as soon as practicable after the date of this Agreement, and prior to the date of the meeting of the ~~Unizan~~Sky shareholders to be held pursuant toSection 6.3, a written agreement, in the form ofExhibit AB.

6.6Nasdaq Approval. Huntington shall cause the shares of Huntington Common Stock to be issued in the Merger to be approved for quotation on the Nasdaq, subject to official notice of issuance, prior to the Effective Time.

6.7Employee Matters. (a) From and after the Effective Time, the employees of ~~Unizan~~Sky and its Subsidiaries who are employed by the Surviving ~~Corporation~~Company as of the Effective Time (the “Assumed Employees”) and who remain employed with the Surviving ~~Corporation during such period~~Company thereafter will be offered participation and coverage under ~~employee benefit plans~~Huntington Benefit Plans that are ~~comparable, on an aggregate basis, to~~no less favorable than the plans generally in effect for similarly situated employees of Huntington and its ~~Subsidiaries (“~~~~Huntington Benefit Plans~~~~”);~~Subsidiaries;provided, that continued participation and coverage following the Effective Time under the ~~employee benefit plans of Unizan and its Subsidiaries~~Sky Benefit Plans as ofin effect immediately prior to the Effective Time shall be deemed to satisfy the obligations under this sentence, it being understood that the Assumed Employees may commence participating in the comparable Huntington Benefit Plans on different dates following the Effective Time with respect to different comparable Huntington Benefit Plans. Notwithstanding any provision of thisSection 6.7(a) to the contrary, ~~from and after the Effective Time,~~ each Assumed Employee (other than those with individual agreements providing for severance or “change of control” benefits) whose employment terminates during the 12-month period from and after the Effective Time shall ~~be eligible for participation in Huntington’~~receive the greater of the severance pay and benefits under (i) the Huntington Transition Pay Plan, in accordance with the terms thereof as ~~such terms may be amended~~in effect from time to time, ~~which~~or (ii) the Sky Severance Pay Plan, in accordance with the terms thereof as in effect immediately prior to the Effective Time, in either case to be calculated, on the basis of the Assumed Employee’s service at the time of termination of employment and the greater of the Assumed Employee’s compensation (A) at the time of termination of employment or (B) as in effect immediately prior to the Effective Time. Such severance benefits shall be ~~the exclusive source of severance benefits~~provided in ~~connection with the Merger (other than as provided~~all cases under ~~individual agreements providing for severance or “change of control” benefits, which agreements are listed in~~~~Section 6.7~~ ~~of the Unizan Disclosure Schedule).~~

~~(b) To the extent permitted by applicable law or~~ the terms ~~of any applicable insurance policies,~~and procedures set forth in the Huntington Transition Pay Plan, except with regard to the benefit formula as stated above.

(b) Huntington shall cause each Huntington Benefit Plan in which Assumed Employees are eligible to participate to take into account for purposes of eligibility, vesting and benefit accruals under the Huntington Benefit Plans (other than benefit accruals under any of ~~Huntington’~~Huntington’s tax-qualified and non-qualified defined

benefit pension ~~plans including any supplemental defined benefit~~ plans) the service of such employees with ~~Unizan~~Sky and its Subsidiaries (and any predecessor entities) to the same extent as such service was credited for such purpose by ~~Unizan~~Sky and its ~~Subsidiaries,~~Subsidiaries;provided,however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service or with respect to newly implemented plans for which prior service is not taken into ~~account;~~~~provided~~,~~further~~, that for purposes of calculating benefits and determining an Assumed Employee’s years of service under Huntington’ Transition Pay Plan, service with Huntington shall be measured commencing with the most recent hire date by Unizan and its Subsidiaries (including any predecessor employers).account. Nothing herein shall limit the ability of Huntington, Merger Sub or the Surviving ~~Corporation~~Company to amend or terminate any of the ~~Unizan~~Sky Benefit Plans or Huntington Benefits Plans in accordance with their terms at any time.

(c) At and following the Effective Time, Huntington will cause the Surviving ~~Corporation~~Company to honor the obligations of ~~Unizan~~Sky or any of its Subsidiaries as of the Effective Time under the provisions of the Sky Benefit Plans and Sky Employment Agreements, ~~that are set forth on~~~~Section 6.7(c)~~ of the Unizan Disclosure Schedule between and among Unizan or any of its Subsidiaries, on the one hand, and any current or former officer, director, consultant or employee of Unizan or any of its Subsidiaries, on the other hand,provided that this provision shall not prevent the Surviving ~~Corporation~~Company from amending, suspending or terminating any such plans or agreements to the extent permitted by the respective terms of such plans or agreement.

(d) If Assumed Employees become eligible to participate in a medical, dental or health plan of Huntington or its Subsidiaries, Huntington shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of Huntington, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time for the year in which the Effective Time or participation in such medical, dental or health plan of Huntington, as applicable, occurs, in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous medical, dental or health plan of ~~Unizan~~Sky prior to the Effective Time for the year in which the Effective Time or participation in such medical, dental or health plan of Huntington, as applicable, occurs.

(e) As of the Effective Time, the Surviving Company shall take all action necessary to effectuate the agreements set forth inSection 6.7(e) of the Huntington ~~will consider in good faith the recommendations of Mr. Mann with respect to retention payments to key Unizan employees in order to maintain continuity of management in connection with the Merger.~~

6.8Indemnification; Directors’ and Officers’ Insurance. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer ~~or employee~~ of ~~Unizan~~Sky or any of its Subsidiaries or who is or was serving at the request of ~~Unizan~~Sky or any of its Subsidiaries as a director ~~officer, employee~~ or ~~agent~~officer of another person (the “Indemnified Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer ~~or employee~~ of ~~Unizan~~Sky or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Huntington shall indemnify and hold harmless, as and to the fullest extent currently provided under applicable law, the ~~Unizan~~Sky Articles, the ~~Unizan Code~~Sky Regulations and any agreement set forth inSection 6.8 of the ~~Unizan~~Sky Disclosure Schedule, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any claim, suit, proceeding or investigation upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation.

(b) Huntington shall ~~use its reasonable best efforts to~~ cause the individuals serving as officers and directors of ~~Unizan~~Sky or any of its Subsidiaries immediately prior to the Effective Time to be covered for a period of six years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by ~~Unizan~~Sky (provided that Huntington may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time that were committed by such officers and directors in their capacity as such;provided, that in no event shall Huntington be

required to expend more than ~~200%~~250% per year of coverage of the amount currently expended by ~~Unizan~~Sky per year of coverage as of the date of this Agreement (the ~~“Maximum Amount”~~“Maximum Amount”) to maintain or procure insurance coverage pursuant hereto, and (iii) if ~~notwithstanding the use of reasonable best efforts to do so,~~ Huntington is unable to maintain or obtain the insurance called for by thisSection 6.8, Huntington shall obtain as much comparable insurance as available for the Maximum Amount, and (iv) such Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to Huntington’s insurance carrier for the purpose of obtaining such insurance, comparable in nature and scope to the applications, representations and warranties required of persons who are officers and directors of Huntington as of the date hereof.

(c) Huntington acknowledges and agrees that it shall assume, effective as of the Effective Time, the indemnification and other obligations of Unizan set forth in Section 7.9 of that certain Agreement of Merger and Plan of Reorganization, dated as of September 5, 2001, by and among UNB Corp. (which was subsequently renamed Unizan Financial Corp.), The United National Bank & Trust Company, BancFirst Ohio Corp. and The First National Bank of Zanesville, N.A., as amended.

~~(d)~~ The provisions of thisSection 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

6.9Additional Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement (including any merger between a Subsidiary of Huntington, on the one hand, and a Subsidiary of ~~Unizan,~~Sky, on the other) or to vest the Surviving ~~Corporation~~Company with full title to all properties, assets, rights, approvals, immunities and franchises of either party to the Merger, the proper officers and directors of each party and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by, and at the sole expense of, Huntington.

6.10Advice of Changes. Each of Huntington, Merger Sub and ~~Unizan~~Sky shall promptly advise the other of any change or event (i) having or reasonably likely to have a Material Adverse Effect on it or (ii) that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement;provided,however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement;provided,further, that a failure to comply with thisSection 6.10 shall not constitute the failure of any condition set forth inArticle VII to be satisfied unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth inArticle VIVII to be satisfied.

6.11Dividends. After the date of this Agreement, ~~Unizan~~Sky shall coordinate with Huntington the declaration of any dividends in respect of ~~Unizan~~Sky Common Stock and the record dates and payment dates relating thereto such that holders of ~~Unizan~~Sky Common Stock shall not receive two dividends, or fail to receive one dividend, for any quarter with respect to their shares of ~~Unizan~~Sky Common Stock and any shares of Huntington Common Stock any such holder receives in exchange therefor in the Merger.

6.12Exemption from Liability Under Section 16(b). Huntington and ~~Unizan~~Sky agree that, in order to most effectively compensate and retain ~~Unizan~~Sky Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that ~~Unizan~~Sky Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of ~~Unizan~~Sky Common Stock, ~~and Unizan~~Sky Stock Options and Sky Stock Unit Awards into shares of Huntington Common Stock, Assumed Stock Options and Assumed Stock ~~Options,~~Unit Awards, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of thisSection 6.12. Assuming that ~~Unizan~~Sky delivers to Huntington the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Huntington, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution providing that the receipt by ~~Unizan~~Sky Insiders of Huntington Common Stock in exchange for shares of ~~Unizan~~Sky Common Stock, ~~and~~ of options on Huntington Common Stock upon conversion of options on ~~Unizan~~Sky Common Stock, and of Assumed Stock Unit Awards upon conversion of Sky Stock Unit Awards, in each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. “Section 16 Information” shall mean information accurate in all material respects regarding ~~Unizan~~Sky Insiders, the number of shares of ~~Unizan~~Sky Common Stock held by each such ~~Unizan~~Sky Insider and expected to be exchanged for Huntington Common Stock in the Merger, and the number and

description of the options or stock unit awards on ~~Unizan~~Sky Common Stock held by each such ~~Unizan~~Sky Insider and expected to be converted into options on Huntington Common Stock or Assumed Stock Unit Awards, as applicable, in connection with the Merger;provided that the requirement for a description of any ~~Unizan~~Sky Stock Options and Sky Stock Unit Awards shall be deemed to be satisfied if copies of all ~~Unizan~~Sky Stock Plans, and forms of agreements evidencing grants thereunder, under which such ~~Unizan~~Sky Stock Options and Sky Stock Unit Awards have been granted, have been made available to Huntington. “~~Unizan~~Sky Insiders” shall mean those officers and directors of ~~Unizan~~Sky who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

(a) None of ~~Unizan,~~Sky or Huntington (each, a “No-Shop Party”) or its respective Subsidiaries or any officer, director, employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of ~~Unizan~~such No-Shop Party or any of its Subsidiaries shall directly or indirectly (i) solicit, initiate, or encourage or facilitate (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or proposals regarding any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including, without limitation, by way of a tender offer) or similar transactions involving ~~Unizan~~such No-Shop Party or any of its Subsidiaries that, if consummated, would constitute an Alternative Transaction (any of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding an Alternative Transaction or (iii) enter into any agreement regarding any Alternative Transaction. Notwithstanding the foregoing, the Board of Directors of ~~Unizan~~a No-Shop Party shall be permitted, prior to the meeting of ~~Unizan~~ shareholders or stockholders, as applicable, of such No-Shop Party to

be held pursuant toSection 6.3, and subject to compliance with the other terms of thisSection 6.13 and to first entering into a confidentiality agreement with the person proposing such Acquisition Proposal on terms substantially similar to, and no less favorable to ~~Unizan~~such No-Shop Party than, those contained in the Confidentiality Agreement, to ~~(A)~~ consider and participate in discussions and negotiations with respect to a bona fide Acquisition Proposal received by ~~Unizan, and (B) withdraw, modify or qualify the~~~~Unizan Recommendation, in each case~~such No-Shop Party, if and only to the extent that the Board of Directors of ~~Unizan~~such No-Shop Party reasonably determines in good faith (after consultation with outside legal counsel) that failure to do so would cause it to violate its fiduciary duties.

As used in this Agreement, “Alternative Transaction” means, in respect of either No-Shop Party, any of (i) a transaction pursuant to which any person (or group of persons) other than ~~Huntington~~the other No-Shop Party or its affiliates, directly or indirectly, acquires or would acquire more than 25 percent of the outstanding shares of ~~Unizan~~Sky Common Stock or Huntington Common Stock, as applicable, or outstanding voting power or of any new series or new class of preferred stock that would be entitled to a class or series vote with respect to the Merger, whether from ~~Unizan~~such No-Shop Party, or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, share exchange, consolidation or other business combination involving ~~Unizan~~such No-Shop Party (other than the Merger), (iii) any transaction pursuant to which any person (or group of persons) other than ~~Huntington~~the other No-Shop Party or its affiliates acquires or would acquire control of assets (including for this purpose the outstanding equity securities of subsidiaries of ~~Unizan~~such No-Shop Party and securities of the entity surviving any merger or business combination including any of ~~Unizan’s~~its Subsidiaries) of ~~Unizan,~~such No-Shop Party or any of its subsidiaries representing more than 25 percent of the fair market value of all the assets, net revenues or net income of ~~Unizan~~such No-Shop Party and its subsidiaries, taken as a whole, immediately prior to such transaction, or (iv) any other consolidation, business combination, recapitalization or similar transaction involving ~~Unizan~~such No-Shop Party or any of its subsidiaries, other than the transactions contemplated by this Agreement, as a result of which the holders of shares of ~~Unizan~~Sky Common Stock or Huntington Common Stock, as applicable, immediately prior to such transaction do not, in the aggregate, own at least 75 percent of each of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation thereof in substantially the same proportion as such holders held the shares of ~~Unizan~~Sky Common Stock or Huntington Common Stock, as applicable, immediately prior to the consummation ~~thereof.~~thereof;provided,however, that for purposes ofSection 8.3(a) of this Agreement, each reference to “25 percent” or “75 percent” in this definition shall be deemed to be a reference to “50 percent.”

(b) ~~Unizan~~Each No-Shop Party shall notify ~~Huntington~~the other No-Shop Party promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to ~~Unizan~~such No-Shop Party or any of its Subsidiaries or for access to the properties, books or records of ~~Unizan~~such No-Shop Party or any ~~Subsidiary~~of its Subsidiaries by any Person or entity that informs the Board of Directors of ~~Unizan~~such No-Shop Party or any Subsidiary of such No-Shop Party that it is considering making, or has made, an Acquisition Proposal. Such notice to ~~Huntington~~the other No-Shop Party shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requesting non-public information or access to the books and records of ~~Unizan~~such No-Shop Party or any ~~Subsidiary,~~of its Subsidiaries, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal. ~~Unizan~~Each No-Shop Party shall keep ~~Huntington~~the other No-Shop Party fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. ~~Unizan~~Each No-Shop Party shall also promptly, and in any event within 24 hours, notify ~~Huntington,~~the other No-Shop Party, orally and in writing, if it enters into discussions or negotiations concerning any Acquisition Proposal in accordance withSection 6.13(a).

(c) Nothing contained in thisSection 6.13 shall prohibit ~~Unizan~~a No-Shop Party or its Subsidiaries from taking and disclosing to its shareholders or stockholders, as applicable, a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act.

(d) ~~Unizan~~Each No-Shop Party and its Subsidiaries shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than ~~Huntington)~~the other No-Shop Party) conducted heretofore with respect to any of the foregoing, and shall use reasonable best efforts to cause all Persons other than ~~Huntington~~the other No-Shop Party who have been furnished confidential information regarding ~~Unizan~~such first No-Shop Party in connection with the solicitation of or discussions regarding an Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information. ~~Unizan~~Each No-Shop Party agrees not to, and to cause its Subsidiaries not to, release any third party from the confidentiality and standstill provisions of any agreement to which ~~Unizan~~such No-Shop Party or its Subsidiaries is or may become a

party, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any person to make an Acquisition Proposal.

(e) ~~Unizan~~Each No-Shop Party shall ensure that the officers, directors and all employees, agents and representatives (including any investment bankers, financial advisors, attorneys, accountants or other retained representatives) of ~~Unizan~~such No-Shop Party or its Subsidiaries are aware of the restrictions described in thisSection 6.13 as reasonably necessary to avoid violations thereof. It is understood that any violation of the restrictions set forth in thisSection 6.13 by any officer, director, employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of ~~Unizan~~a No-Shop Party or its Subsidiaries, at the direction or with the consent of ~~Unizan~~such No-Shop Party or its Subsidiaries, shall be deemed to be a breach of thisSection 6.13 by ~~Unizan.~~such No-Shop Party.

6.14Transition. (a) Commencing following the date hereof, Huntington and ~~Unizan~~Sky shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts to facilitate the integration, from and after the Closing, of ~~Unizan~~Sky and its Subsidiaries with the businesses of Huntington and its ~~Subsidiaries to be effective as of the Closing Date or such later date as may be determined by Huntington.~~Subsidiaries. Without limiting the generality of the foregoing, from the date hereof through the Closing Date and consistent with the performance of their day-to-day operations, ~~and~~ the continuous operation of ~~Unizan~~Sky and its Subsidiaries in the ordinary course of business ~~Unizan~~and applicable law, Sky shall cause the employees and officers of ~~Unizan~~Sky and its Subsidiaries, including the Bank, to ~~use their reasonable best efforts to provide support, including support from its outside contractors, and to assist~~cooperate with Huntington in performing ~~all~~ tasks ~~including equipment installation,~~ reasonably required ~~to result~~ in ~~a successful integration at the Closing or~~connection with such ~~later date as may be determined by Huntington.~~integration.

(b) Huntington and ~~Unizan~~Sky agree to consult with respect to their litigation and real estate valuation policies and ~~practices and Unizan shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as Huntington shall reasonably request. Unizan~~practices. Sky shall continue to utilize its existing loan policies and practices (including loan classifications and levels of reserves);provided,however, that, ~~Unizan~~subject to applicable law, Sky shall not unreasonably withhold or delay its consent to any reasonable request by Huntington that ~~Unizan~~Sky make modifications or changes thereto and ~~Unizan~~

Sky shall make such changes promptly after granting any such consent or at such later date as the parties may agree. Huntington and ~~Unizan~~Sky shall also, subject to applicable law, consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby, and shall take such charges as Huntington shall reasonably request. No party’s representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of thisSection 6.14.

6.15~~Directorship~~Commitments to Sky’s Communities. Huntington shall increase the size of its Board of Directors, to the extent necessary, and shall appoint to its Board of Directors one additional director selected by Huntington from the current Unizan Board of Directors (who shall be reasonably acceptable to Unizan), with such appointment to be effective as of

(a) Following the Effective Time, ~~with~~Huntington shall use reasonable best efforts, in light of business and market conditions, to maintain employment of at least 100 employees in Bowling Green, Ohio and at least 100 employees in Salineville, Ohio.

(b) During the ~~intent being that such new director would serve~~five-year period from and after the Effective Time, Huntington shall contribute to the Sky Foundation $5 million as a ~~term ending no earlier than~~separate endowment within, and to be managed by, the ~~2007 annual shareholder meeting.~~Sky Foundation. Such contribution shall be used to maintain Sky’s charitable commitments to the communities in Sky’s former market areas through the Sky Foundation at substantially the same levels as prior to the Effective Time.

(c) The commitments set forth in thisSection 6.15 will be reflected in the minutes of Huntington following the Closing Date.

7.1Conditions to Each Party’s Obligation Toto Effect the Merger. The respective obligations of the parties to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

(a)Shareholder Approval. (i) This Agreement and the Merger contemplated thereby shall have been approved and adopted by the requisite affirmative vote of the holders of ~~Unizan~~Sky Common Stock entitled to vote thereon, and (ii) the issuance of Huntington Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Huntington Common Stock entitled to vote thereon.

(b)Exchange Ratio” shall mean the sum of (x) the Stock Consideration and (y) the quotient of the Cash Consideration divided by the Huntington Closing Price, rounded to the nearest one ten thousandth.

“Huntington Closing Price” shall mean the average, rounded to the nearest one ten thousandth, of the closing sale prices of Huntington Common Stock on the Nasdaq Stock Market (the “Nasdaq ~~Listing~~”) as reported by The Wall Street Journal for the five full Nasdaq trading days immediately preceding (but not including) the Effective Date (as defined inSection 1.2).

(e)Reservation of Shares. Huntington has taken all corporate actions necessary to reserve for issuance a sufficient number of shares of Huntington Common Stock upon the exercise of the Assumed Stock Options and Assumed Stock Unit Awards. As soon as practicable following the Closing, Huntington shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act with respect to the issuance of the shares of Huntington Common Stock subject to the Assumed Stock Options and Assumed Stock Unit Awards and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

1.7Articles of Organization and Limited Liability Company Agreement of the Surviving Company. The articles of organization of Merger Sub (the “Articles of Organization”) as in effect immediately prior to the Effective Time shall be the articles of organization of the Surviving Company until thereafter amended in accordance with applicable law. The limited liability company agreement of Merger Sub (the “LLC Agreement”) as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Company until thereafter amended in accordance with applicable law.

1.8Bylaws of Huntington; Governance. At the Effective Time, the Huntington Bylaws, as amended to reflect the terms ofExhibit A hereof, shall be the Bylaws of Huntington until thereafter amended in accordance with applicable law. Prior to the Effective Time, Huntington shall take all actions necessary to adopt the amendment to the By-laws of Huntington provided for inExhibit A hereto and to effect the requirements and adopt the resolutions referenced therein. On or prior to the Effective Time, Huntington’s Board of Directors shall cause the number of directors that will comprise the full Board of Directors of Huntington to be fifteen (15). The initial Board of Directors of Huntington at the Effective Time shall be comprised of nine (9) current non-employee Huntington directors designated by Huntington, the current Chief Executive Officer of Huntington, four (4) current non-employee Sky directors designated by Sky, and the current Chief Executive Officer of Sky. In accordance with, and to the extent provided in, the By-laws of Huntington (as amended as provided inExhibit A), (i) effective as of the Effective Time, Mr. Thomas E. Hoaglin shall continue to serve as Chairman of the Board and Chief Executive Officer of Huntington, and Mr. Mr. Marty E. Adams shall become President and Chief Operating Officer of Huntington, and (ii) Mr. Adams shall be the successor to Mr. Hoaglin as Chief Executive Officer of Huntington, with such succession to become effective as of December 31, 2009 or any such earlier date as of which Mr. Hoaglin ceases for any reason to serve in the position of Chief Executive Officer of Huntington.

1.10Dissenting Shares. No outstanding shares of Sky Common Stock as to which rights have been asserted pursuant to Section 1701.85 of the OGCL and duly perfected in accordance therewith and not effectively withdrawn (“Dissenting Shares”) shall be converted into or represent a right to receive the Merger Consideration in the Merger, and the holder thereof shall be entitled only to such rights as are granted by the OGCL. Sky shall give Huntington and Merger Sub (i) prompt notice upon receipt by Sky of the assertion of any such rights and of withdrawals thereof (any holder of such shares, a “Dissenting Shareholder”) and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. Sky shall not, without the prior written consent of Huntington and Merger Sub, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment, such holder’s shares of the Sky Common Stock shall be converted into a right to receive the Merger Consideration in accordance withSection 1.4(a) and the other applicable provisions of this Agreement.

2.1Huntington to Make Merger Consideration Available. As promptly as practicable following the Effective Time, Huntington shall deposit, or shall cause to be deposited, with a bank or trust company Subsidiary of Huntington, or another bank or trust company reasonably acceptable to each of Sky and Huntington (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with thisArticle II, (i) certificates representing the shares of Huntington Common Stock sufficient to deliver the aggregate Stock Consideration, (ii) immediately available funds equal to any dividends or distributions payable in accordance withSection 2.2(b), (iii) immediately available funds equal to the aggregate Cash Consideration and (iv) cash in lieu of any fractional shares (such cash and certificates for shares of Huntington Common Stock, collectively being referred to as the “Exchange Fund”), to be issued pursuant toSection 1.4 and paid pursuant toSection 2.2(e) in exchange for outstanding shares of Sky Common Stock (other than Dissenting Shares).

2.2Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates (except to the extent representing Dissenting Shares) a letter of transmittal in customary form as prepared by Huntington and reasonably acceptable to Sky (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and any cash in lieu of fractional shares into which the shares of Sky Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and any dividends or distributions to which such holder is entitled pursuant toSection 2.2(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing the number of whole shares of Huntington Common Stock to which such holder of Sky Common Stock shall have become entitled pursuant to the provisions ofArticle I, (ii) a check representing the amount of the aggregate Cash Consideration (rounded up to the nearest whole cent) and any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of thisArticle II, and (iii) a check representing the amount of any dividends or distributions then payable pursuant toSection 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions as contemplated bySection 2.2(b).

(b) No dividends or other distributions declared with respect to Huntington Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with thisArticle II. After the surrender of a Certificate in accordance with thisArticle II, the record holder thereof shall be entitled to receive (i) the amount of any dividends or distributions with a record date prior to the Effective Time which have been declared by Sky in respect of the shares of Sky Common Stock after the date of this Agreement in accordance with the terms of this Agreement and which remain unpaid at the Effective Time, (ii) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid, without any interest thereon, with respect to the whole shares of Huntington Common Stock represented by such Certificate, and (iii), at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender, with respect to shares of Huntington Common Stock represented by such Certificate.

surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the payment or issuance in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d) After the Effective Time, there shall be no transfers on the stock transfer books of Sky of the shares of Sky Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Sky Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration as provided in thisArticle II.

(e) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Huntington Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Huntington Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Huntington. In lieu of the issuance of any such fractional share, Huntington shall pay to each former shareholder of Sky who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) Huntington Closing Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Huntington Common Stock to which such holder would otherwise be entitled to receive pursuant toSection 1.4.

(f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Sky as of the first anniversary of the Effective Time shall be paid to Huntington. Any former shareholders of Sky who have not theretofore complied with thisArticle II shall thereafter look only to Huntington for payment of the Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions payable in accordance withSection 2.2(b) in respect of each share of Sky Common Stock, as the case may be, such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Huntington, Merger Sub, Sky, the Exchange Agent or any other person shall be liable to any former holder of shares of Sky Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Huntington, the posting by such person of a bond in such amount as Huntington may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “Sky Disclosure Schedule”) delivered by Sky to Huntington and Merger Sub prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in thisArticle III, or to one or more of Sky’s covenants contained herein,provided,however, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect on Sky), Sky hereby represents and warrants to Huntington and Merger Sub as follows:

(a) Sky is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Sky has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

(b) Sky is duly registered as a bank holding company and is a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). True and complete copies of the Amended and Restated Articles of Incorporation of Sky (the “Sky Articles”) and the Amended and Restated Regulations of Sky (the “Sky Regulations”), as in effect as of the date of this Agreement, have previously been made available to Huntington.

(c) Each of Sky’s Subsidiaries (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky. As used in this Agreement, (i) the word “Subsidiary” when used with respect to either party, means any bank, corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under U.S. generally accepted accounting principles (“GAAP”), and the terms “Sky Subsidiary” and “Huntington Subsidiary” shall mean any direct or indirect Subsidiary of Sky or Huntington, respectively, and (ii) the term “Material Adverse Effect” means, with respect to Huntington, Merger Sub, Sky or the Surviving Company, as the case may be, a material adverse effect on (A) the business, results of operations or financial condition of such party and its Subsidiaries (as defined above) taken as a whole (provided,however, that, with respect to this clause (A), Material Adverse Effect shall not be deemed to include effects to the extent resulting from (1) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (2) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or Governmental Entities (as defined inSection 3.4), (3) actions or omissions of Huntington, Merger Sub or Sky taken with the prior written consent of the other or required hereunder, (4) changes, after the date hereof, in general economic or market conditions affecting banks or their holding companies generally except to the extent that such changes have a materially disproportionate adverse effect on such party, or (5) consummation or public disclosure of the transactions contemplated hereby), or (B) the ability of such party to timely consummate the transactions contemplated by this Agreement.Section 3.1(c) of the Sky Disclosure Schedule sets forth all material nonconsolidated subsidiaries of Sky.

3.2Capitalization. (a) The authorized capital stock of Sky consists of 350,000,000 shares of Sky Common Stock, of which, as of December 18, 2006, 116,713,521 shares were issued and outstanding, and 10,000,000 shares of serial preferred stock, par value $10.00 per share, of which as of the date hereof, no shares were issued and outstanding. As of December 18, 2006, 1,731,463 shares of Sky Common Stock were held in Sky’s treasury. As of December 18, 2006, no shares of Sky Common Stock were reserved for issuance except for 7,431,645 shares of Sky Common Stock reserved for issuance upon the exercise of Sky Stock Options issued pursuant to the Sky Stock Plans. All of the issued and outstanding shares of Sky Common Stock have been, and all shares of Sky Common Stock that may be issued upon the exercise of the Sky Stock Options will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the Sky Stock Plans and the Shareholder Rights Agreement dated as of July 21, 1998 by and between Sky and The Citizens Banking Company (the “Shareholder Rights Agreement”), Sky does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Sky Common Stock or any other equity securities of Sky or any securities representing the right to purchase or otherwise receive any shares of Sky Common Stock. Sky has provided Huntington with a true and complete list of all the Sky Stock Options outstanding under the Sky Stock Plans as of December 18, 2006, the number of shares subject to each such Sky Stock Option, the grant date of each such Sky Stock Option, the vesting schedule of each such Sky Stock Option and the exercise price for each such Sky Stock Option; since December 18, 2006 through the date hereof, Sky has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other equity-based awards under the Sky Stock Plans.

(b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Sky are owned by Sky, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (other than Liens for property Taxes not yet due and payable, “Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (subject to 12 U.S.C. §§ 55) and free of preemptive rights. No such Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

3.3Authority; No Violation. (a) Sky has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Sky. The Board of Directors of Sky has determined that this Agreement and the transactions contemplated hereby are in the best interests of Sky and its shareholders and has directed that this Agreement and the transactions contemplated by this Agreement be submitted to Sky’s shareholders for adoption at a duly held meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Sky Common Stock entitled to vote on such proposal at such meeting at which a quorum is present, no other corporate proceedings on the part of Sky are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sky and (assuming due authorization, execution and delivery by Huntington and Merger Sub) constitutes the valid and binding obligation of Sky, enforceable against Sky in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

(b) Neither the execution and delivery of this Agreement by Sky nor the consummation by Sky of the transactions contemplated hereby, nor compliance by Sky with any of the terms or provisions of this Agreement, will (i) violate any provision of the Sky Articles or the Sky Regulations or (ii) assuming that the consents, approvals and filings referred to inSection 3.4 are duly obtained and/or made, (A) violate any statute, code,

ordinance, rule, regulation, judgment, order, writ, decree or Injunction (as defined inSection 7.1(e)) applicable to Sky, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Sky or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sky or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky.

3.4Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) or the Division of Financial Institutions of the Ohio Department of Commerce (the “Ohio DFI”) and the Federal Reserve Board, and approval of such applications and notice, (ii) the filing of any required applications or notices with any foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meetings of Sky’s shareholders and Huntington’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and the acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement, (ix) the adoption of this Agreement by the requisite vote of shareholders of Sky and (x) filings, if any, required as a result of the particular status of Huntington or Merger Sub, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Sky of this Agreement and (B) the consummation by Sky of the Merger and the other transactions contemplated by this Agreement.

3.5Reports. Sky and each of its Subsidiaries have in all material respects timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2004 with (i) the Federal Reserve Board, (ii) the Federal Deposit Insurance Corporation, (iii) the OCC or any state regulatory authority, (iv) the SEC, (v) any foreign regulatory authority and (vi) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 2004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Sky and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Sky, investigation into the business or operations of Sky or any of its Subsidiaries since January 1, 2004. There (i) is no unresolved

violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Sky or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Sky since January 1, 2004.

3.6Financial Statements. Sky has previously made available to Huntington copies of (i) the consolidated balance sheets of Sky and its Subsidiaries as of December 31, 2003, 2004 and 2005, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended as reported in Sky’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (as amended prior to the date hereof, the “Sky 2005 10-K”) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), accompanied by the audit reports of Deloitte & Touche LLP, independent public accountants with respect to Sky for the years ended December 31, 2003, 2004 and 2005, and (ii) the unaudited consolidated balance sheets of Sky and its Subsidiaries as of September 30, 2005 and 2006, and the related consolidated statements of income, changes in shareholders equity and cash flows of the three- and nine-month periods then ended, as reported in Sky’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 (the “Sky 10-Q”). The December 31, 2005 consolidated balance sheet of Sky (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Sky and its Subsidiaries as of the date thereof, and the other financial statements referred to in thisSection 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in shareholders equity and consolidated financial position of Sky and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Sky and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

3.7Broker’s Fees. Neither Sky nor any Sky Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than Sandler O’Neill & Partners, L.P.; and a true and complete copy of the agreement with respect to such engagement has previously been made available to Huntington.

3.8Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or as publicly disclosed in the Forms 10-K, 10-Q and 8-K and any registration statements, proxy statements or prospectuses comprising the Sky Reports (as defined inSection 3.12) filed prior to the date of this Agreement, since December 31, 2005 through the date hereof, Sky and its Subsidiaries have conducted their respective businesses, in all material respects, only in the ordinary course consistent with past practice and there has not been:

(b) any issuance or awards of Sky Stock Options, restricted shares or other equity-based awards in respect of Sky Common Stock to any director, officer or employee of Sky or any of its Subsidiaries, other than in the ordinary course of business consistent with past practice;

(c) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Sky’s capital stock, other than regular quarterly cash dividends not in excess of $0.25 per share on Sky Common Stock;

(d) except as required by the terms of any Sky Benefit Plans (as defined below) or by applicable Law, (i) any granting by Sky or any of its Subsidiaries to any current or former director, officer or employee of any increase in compensation, bonus or other benefits, except for any such increases to employees who are not current or former directors or officers in the ordinary course of business consistent with past practice, (ii) any granting by Sky or any of its Subsidiaries to any current or former director or officer of any increase in severance or termination pay, or (iii) any entry by Sky or any of its Subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any current or former director or officer;

(e) any change in any material respect in accounting methods, principles or practices by Sky affecting its assets, liabilities or business, other than changes after the date hereof to the extent required by a change in GAAP or regulatory accounting principles;

(g) any material change in its investment or risk management or other similar policies; or

(h) any agreement or commitment (contingent or otherwise) to do any of the foregoing.

3.9Legal Proceedings. (a) Except as set forth inSection 3.9 of the Sky Disclosure Schedule, there is no pending, or, to Sky’s knowledge, threatened, litigation, action, suit, proceeding, investigation or arbitration by any individual, partnership, corporation, trust, joint venture, organization or other entity (collectively, “Person”) or Governmental Entity that is material to Sky and its Subsidiaries, taken as a whole, in each case with respect to Sky or any of its Subsidiaries or any of their respective properties or permits, licenses or authorizations.

(b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon Sky, any of its Subsidiaries or the assets of Sky or any of its Subsidiaries.

3.10Taxes and Tax Returns. (a) Each of Sky and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld all Taxes shown thereon as arising and has duly and timely paid or withheld all material Taxes that are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are being contested in good faith, which have not been finally determined, and have been adequately reserved against in accordance with GAAP on Sky’s most recent consolidated financial statements. Neither Sky nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. The federal income Tax Returns of Sky and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) for all years to and including 2004. All assessments for Taxes of Sky or any of its Subsidiaries due with respect to completed and settled examinations or any concluded litigation have been fully paid. There are no disputes, audits, examinations or proceedings pending, or claims asserted, for material Taxes upon Sky or any of its Subsidiaries. There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets of Sky or any of its Subsidiaries. Neither Sky nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Sky and its Subsidiaries). Neither Sky nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Sky) or (B) has any liability for the Taxes of any person (other than Sky or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither Sky nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related

(b) As used in this Agreement, the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, gross income,ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.

(c) As used in this Agreement, the term “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

3.11Employee Benefits. For purposes of this Agreement, the following terms shall have the following meaning:

“Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601et seq. of ERISA and Section 4980B of the Code other than such liabilities that arise solely out of, or relate solely to, the Sky Benefit Plans.

A “Sky Benefit Plan” means any material employee benefit plan, program, policy, practice, or other arrangement providing benefits to any current or former employee, officer or director of Sky or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by Sky or any of its Subsidiaries or to which Sky or any of its Subsidiaries contributes or is obligated to contribute, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or policy.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Sky Employment Agreement” means a contract, offer letter or agreement of Sky or any of its Subsidiaries with or addressed to any individual who is rendering or has rendered services thereto as an employee or consultant pursuant to which Sky or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

(a)Section 3.11(a) of the Sky Disclosure Schedule includes a complete list of all material Sky Benefit Plans and all material Sky Employment Agreements.

(b) With respect to each Sky Plan, Sky has delivered or made available to Huntington a true, correct and complete copy of: (i) each writing constituting a part of such Sky Plan, including without limitation all plan documents, employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. Sky has delivered or made available to Huntington a true, correct and complete copy of each material Sky Employment Agreement.

(c) All material contributions required to be made to any Sky Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Sky Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the financial statements to the extent required by GAAP. Each Sky Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded.

(d) With respect to each Sky Plan, Sky and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to such Sky Plans. Each Sky Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that would reasonably be expected to give rise to, any requirement for the posting of security with respect to a Sky Plan or the imposition of any material lien on the assets of Sky or any of its Subsidiaries under ERISA or the Code.Section 3.11(d) of the Sky Disclosure Schedule identifies each Sky Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Sky Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Sky Qualified Plan and the related trust that has not been revoked or Sky is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of Sky, there are no existing circumstances and no events have occurred that would reasonably be expected to adversely affect the qualified status of any Sky Qualified Plan or the related trust. No trust funding any Sky Plan is intended to meet the requirements of Code Section 501(c)(9). None of Sky and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the Sky Plans or their related trusts, Sky, any of its Subsidiaries or any person that Sky or any of its Subsidiaries has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(e) With respect to each Sky Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, and, (ii) except as would not have, individually or in the aggregate, a Material Adverse Effect: (A) the fair market value of the assets of such Sky Plan equals or exceeds the actuarial present value of all accrued benefits under such Sky Plan (whether or not vested) on a termination basis; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred; (C) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full; (D) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or would reasonably be expected to be incurred by Sky or any of its Subsidiaries; and (E) the PBGC has not instituted proceedings to terminate any such Sky Plan and, to Sky’s knowledge, no

(f) (i) No Sky Benefit Plan is a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (ii) none of Sky and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of Sky and its Subsidiaries nor any of their respective ERISA Affiliates has incurred, during the last six years, any Withdrawal Liability that has not been satisfied in full.There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability of Sky or any of its Subsidiaries following the Effective Time, other than such liabilities that arise solely out of, or relate solely to, the Sky Benefit Plans. Without limiting the generality of the foregoing, neither Sky nor any of its Subsidiaries, nor, to Sky’s knowledge, any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA.

(g) Sky and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to Sky and its Subsidiaries.

(h) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Sky or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

(i) No labor organization or group of employees of Sky or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to Sky’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. Each of Sky and its Subsidiaries is in material compliance with all applicable laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health.

3.12SEC Reports. Sky has previously made available to Huntington an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 2004 by Sky with the SEC pursuant to the Securities Act or the Exchange Act (the “Sky Reports”), and prior to the date of this Agreement and (ii) communication mailed by Sky to its shareholders since January 1, 2004 and prior to the date of this Agreement, and no such Sky Report or communication, as of the date of such Sky Report or communication, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. Since January 1, 2004, as of their respective dates, all Sky Reports filed under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.

3.13Compliance with Applicable Law. (a) Sky and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and have complied in all respects with and are not in default in any respect under any, applicable law,

statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to Sky or any of its Subsidiaries (including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist (USA Patriot) Act of 2001, the Bank Secrecy Act and applicable limits on loans to one borrower), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or default is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky.

(b) Except as is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky, Sky and each Sky Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of Sky, any Sky Subsidiary, or any director, officer or employee of Sky or of any Sky Subsidiary, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky, and, except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

3.14Certain Contracts. (a) Except as set forth in the exhibit index for Sky’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant toSection 5.2 hereof or as set forth onSection 3.14 of Sky Disclosure Schedule, neither Sky nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of Indebtedness (as defined below) by Sky or any of its Subsidiaries in an amount in excess in the aggregate of $20,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Sky Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Sky or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of Sky and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Huntington and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Sky or any of its Subsidiaries, (v) any collective bargaining agreement, (vi) any agreement providing for the indemnification by Sky or a Subsidiary of Sky of any Person other than customary agreements with directors or officers of Sky and other than with vendors providing goods or services to Sky or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to Sky, (vii) any joint venture or partnership agreement material to Sky, (viii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Sky or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (ix) any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to, any current or former director, officer or employee of Sky or its Subsidiaries, (x) any material agreement regarding any agent bank or other similar relationships with respect to lines of business, (xi) any material agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Sky and its Subsidiaries taken as a whole pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether Sky or its Subsidiary is the licensee or licensor thereunder, (xiii) any agreement pursuant to which Sky or any of its Subsidiaries leases real property, (xiv) any contract or agreement material to Sky and its Subsidiaries taken as a whole providing for the outsourcing or provision of servicing of customers, technology or product offerings of Sky or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business

which (A) is material to Sky and its Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (i) through (xv) being referred to herein as “Sky Material Contracts”).

(b) Each Sky Material Contract is valid and binding on Sky (or, to the extent a Subsidiary of Sky is a party, such Subsidiary) and, to the knowledge of Sky, any other party thereto and is in full force and effect. Neither Sky nor any of its Subsidiaries is in breach or default under any Sky Material Contract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries, taken as a whole. Neither Sky nor any Subsidiary of Sky knows of, or has received notice of, any violation or default under (nor, to the knowledge of Sky, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Sky Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries, taken as a whole. Prior to the date hereof, Sky has made available to Huntington true and complete copies of all Sky Material Contracts. There are no provisions in any Sky Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar agreements, (iii) all leases of such Person capitalized pursuant to GAAP, and (iv) all obligations of such Person under sale-and-lease back transactions, agreements to repurchase securities sold and other similar financing transactions.

3.15Agreements with Regulatory Agencies. Neither Sky nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated financial holding companies or their Subsidiaries (each item in this sentence, whether or not set forth in the Sky Disclosure Schedule, a “Sky Regulatory Agreement”), nor has Sky or any of its Subsidiaries been advised since January 1, 2004 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Sky Regulatory Agreement. Each depository institution Subsidiary (“Bank Subsidiary”) of Sky is, and to the knowledge of Sky, there has not been any event or occurrence since January 1, 2004 that could reasonably be expected to result in a determination that any such Bank Subsidiary is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. Each Bank Subsidiary of Sky has at least a “satisfactory” rating under the U.S. Community Reinvestment Act.

3.16Derivative Transactions. Except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky, (i) all Derivative Transactions, whether entered into for the account of Sky or for the account of a customer of Sky or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of any Regulatory Authority and other policies, practices and procedures employed by Sky and its Subsidiaries and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Sky or one of its Subsidiaries enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect, (ii) Sky and its Subsidiaries have duly performed their obligations thereunder to the extent that such obligations

to perform have accrued, and, (iii) to Sky’s knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. A “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

3.17Undisclosed Liabilities. Except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Sky included in the Sky 10-Q (including any notes thereto) (ii) liabilities incurred in connection with this Agreement and the transactions contemplated hereby and (iii)for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2006, since such date, neither Sky nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky.

3.18Environmental Liability. There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Sky of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against Sky, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky. To the knowledge of Sky, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Sky. Sky is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky.

(a) Each of Sky and its Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “Owned Properties”), except for Liens that do not materially detract from the present use of such real property.

(b) A true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”) has heretofore been made available to Huntington. Each Lease is valid, binding and enforceable against Sky or its applicable Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no defaults by Sky or any of its Subsidiaries, as applicable, under any of the Leases which, in the aggregate, would result in the termination of such Leases and a Material Adverse Effect on Sky. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, except for any such default which would not individually or in the aggregate, have a Material Adverse Effect on Sky and its Subsidiaries taken as a whole.

(c) The Owned Properties and the properties (the “Leased Properties”) leased pursuant to the Leases constitute all of the real estate on which Sky and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Sky and its Subsidiaries taken as a whole.

(d) A true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to Huntington. Each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no existing defaults by the tenant under any Third Party Lease which, in the aggregate, would result in the termination of such Third Party Leases except for any such default which would not reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries taken as a whole.

3.20State Takeover Laws. The Board of Directors of Sky has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions the provisions of Chapter 1704 and Section 1707.043 of the OGCL and all other similar “takeover” or “interested shareholder” law. Sky has taken all action necessary so that the entering into of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the grant of any rights to any person under the Sky Shareholder Rights Agreement or enable or require the rights issuable thereunder to be exercised, distributed or triggered.

3.21Reorganization. As of the date of this Agreement, Sky is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

3.22Opinion. Prior to the execution of this Agreement, Sky has received an opinion from Sandler O’Neill & Partners, L.P. to the effect that as of the date thereof and based upon and subject to the matters set forth therein, the Merger Consideration is fair to the shareholders of Sky from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

3.23Internal Controls. (a) None of Sky or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. Sky and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

3.24Insurance. Sky and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as its management reasonably has determined to be prudent in accordance with industry practices.

3.25Sky Information. The information relating to Sky and its Subsidiaries contained in the Joint Proxy Statement and the Form S-4, or that is provided by Sky or its representatives for inclusion in any other document filed with any other Regulatory Agency in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Joint Proxy Statement (except for such portions thereof that relate only to Huntington, Merger Sub or any of their Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “Huntington Disclosure Schedule”) delivered by Huntington and Merger Sub to Sky prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in

4.1Corporate Organization. (a) Huntington is a corporation duly organized, validly existing under the laws of the State of Maryland and in good standing with SDAT. Huntington has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

(b) Huntington is duly registered as a bank holding company and is a financial holding company under the BHC Act. True and complete copies of the Charter (the “Huntington Charter”) and Bylaws of Huntington (“Huntington Bylaws”), as in effect as of the date of this Agreement, have previously been made available to Sky.

(c) Each Huntington Subsidiary (including, without limitation, Merger Sub) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington. Merger Sub was formed solely for the purposes of engaging in the transactions contemplated by this Agreement, and since its date of formation, has not engaged in any activities nor conducted its operation other than in connection with or as contemplated by this Agreement. True and complete copies of Merger Sub’s Articles of Organization and LLC Agreement, in effect as of the date of this Agreement, have previously been made available to Sky.Section 4.1(c) of the Huntington Disclosure Schedule sets forth all material nonconsolidated subsidiaries of Huntington.

4.2Capitalization. (a) The authorized capital stock of Huntington consists of 500,000,000 shares of Huntington Common Stock, of which, as of December 15, 2006, 235,220,512 shares were issued and outstanding, and 6,617,808 shares of preferred stock, no par value (the “Huntington Preferred Stock”), of which, as of the date hereof, no shares were issued and outstanding. As of December 15, 2006, no more than 22,645,743 shares of Huntington Common Stock were held in Huntington’s treasury. As of the date hereof, no shares of Huntington Common Stock or Huntington Preferred Stock were reserved for issuance, except for 26,513,240 shares of Huntington Common Stock reserved for issuance upon exercise of options issued pursuant to employee and director stock plans of Huntington in effect as of the date of this Agreement (the “Huntington Stock Plans”). All of the issued and outstanding shares of Huntington Common Stock have been, and all shares of Huntington Common Stock that may be issued pursuant to the Huntington Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The total equity interests in Merger Sub consists of 100 outstanding membership units (“Merger Sub Units”). All Merger Sub Units are been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement and the Huntington Stock Plans, Huntington does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Huntington Common Stock or Merger Sub Units or any other equity securities of Huntington or Merger Sub or any securities representing the right to purchase or otherwise receive any shares of Huntington Common Stock or Merger Sub Units. The shares of Huntington Common Stock to be issued pursuant to the ~~holders~~Merger have been duly authorized and, when issued and delivered in accordance with the terms of ~~Unizan~~this Agreement, will have been validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

4.3Authority; No Violation. (a) Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

(c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreement, will (i) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to inSection 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

applications and notices, and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the OCC or the Ohio DFI and the Federal Reserve Board and approval of such applications and notice, (ii) the Other Regulatory Approvals, (iii) the filing with the SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (v) any notices to or filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicably industry SRO, and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement and approval of listing such Huntington Common Stock on the Nasdaq Stock Market, (ix) the approval of the issuance of Huntington Common Stock in connection with the Merger by the requisite vote of stockholders of Huntington, and (x) filings, if any, required as a result of the particular status of Sky, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington or Merger Sub of this Agreement and (B) the consummation by Huntington or Merger Sub of the Merger and the other transactions contemplated by this Agreement.

4.5Reports. Huntington and each of its Subsidiaries have in all material respects timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2004 with the Regulatory Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 2004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Huntington and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Huntington, investigation into the business or operations of Huntington or any of its Subsidiaries since January 1, 2004. There (i) is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Huntington or any of its Subsidiaries, and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Huntington since January 1, 2004.

4.6Financial Statements. Huntington has previously made available to Sky copies of (i) the consolidated balance sheet of Huntington and its Subsidiaries as of December 31, 2003, 2004 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended as reported in Huntington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (as amended prior to the date hereof, the “Huntington 2005 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to the year ended December 31, 2003, and accompanied by the audit reports of Deloitte & Touche LLP, independent public accountants with respect to Huntington for the years ended December 31, 2004 and 2005, and (ii) the unaudited consolidated balance sheet of Huntington and its Subsidiaries as of September 30, 2005 and 2006, and the related consolidated statements of income, changes in stockholders’ equity and cash flows of the three- and nine-month periods then ended, as reported in Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 (the “Huntington 10-Q”). The December 31, 2005 consolidated balance sheet of Huntington (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Huntington and its Subsidiaries as of the date thereof, and the other financial statements referred to in thisSection 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in stockholders’ equity and consolidated financial position of Huntington and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth,

4.7Broker’s Fees. Neither Huntington nor any Huntington Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any brokers fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than Bear, Stearns & Co. Inc. and Lehman Brothers Inc., all of the fees and expenses of which shall be the sole responsibility of Huntington.

4.8Absence of Certain Changes or Events. Except as publicly disclosed in the Forms 10-K, 10-Q and 8-K comprising the Huntington Reports (as defined inSection 4.12) filed prior to the date of this Agreement, from December 31, 2005 through and including the date of this Agreement, (i) Huntington and the Huntington Subsidiaries have carried on their respective businesses in all material respects in the ordinary course consistent with past practice and (ii) there has not been any Material Adverse Effect with respect to Huntington.

4.9Legal Proceedings. (a) Except as set forth inSection 4.9 of the Huntington Disclosure Schedule, there is no pending, or, to Huntington’s knowledge, threatened, litigation, action, suit, proceeding, investigation or arbitration by any Person or Governmental Entity that is material to Huntington and its Subsidiaries, taken as a whole, in each case with respect to Huntington or any of its Subsidiaries or any of their respective properties or permits, licenses or authorizations, is pending or, to the knowledge of Huntington, threatened.

(b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon Huntington, any of its Subsidiaries or the assets of Huntington or any of its Subsidiaries.

4.10Taxes and Tax Returns. Each of Huntington and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld all Taxes shown thereon as arising and has duly and timely paid or withheld all material Taxes that are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are being contested in good faith, which have not been finally determined, and have been adequately reserved against in accordance with GAAP on Huntington’s most recent consolidated financial statements. There are no material disputes, audits, examinations or proceedings pending, or claims asserted, for Taxes or assessments upon Huntington or any of its Subsidiaries.

4.11Employee Benefits. For purposes hereof, the following terms shall have the following meaning:

“Huntington Plan” means any Huntington Benefit Plan other than a Multiemployer Plan.

(a)Section 4.11(a) of the Huntington Disclosure Schedule includes a complete list of all material Huntington Benefit Plans and all material Huntington Employment Agreements.

(d) With respect to each Huntington Plan, Huntington and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to such Huntington Plans. Each Huntington Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that would reasonably be expected to give rise to, any requirement for the posting of security with respect to a Huntington Plan or the imposition of any material lien on the assets of Huntington or any of its Subsidiaries under ERISA or the Code.Section 4.11(d) of the Huntington Disclosure Schedule identifies each Huntington Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Huntington Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked or Huntington is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of Huntington, there are no existing circumstances and no events have occurred that would reasonably be expected to adversely affect the qualified status of any Huntington Qualified Plan or the related trust. No trust funding any Huntington Plan is intended to meet the requirements of Code Section 501(c)(9). None of Huntington and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the Huntington Plans or their related trusts, Huntington, any of its Subsidiaries or any person that Huntington or any of its Subsidiaries has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(e) With respect to each Huntington Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, and, (ii) except as would not have, individually or in the aggregate, a Material Adverse Effect: (A) the fair market value of the assets of such Huntington Plan equals or exceeds the actuarial present value of all accrued benefits under such Huntington Plan

(whether or not vested) on a termination basis; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred; (C) all premiums to the PBGC have been timely paid in full; (D) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or would reasonably be expected to be incurred by Huntington or any of its Subsidiaries; and (E) the PBGC has not instituted proceedings to terminate any such Huntington Plan and, to Huntington’s knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Huntington Plan.

4.12SEC Reports. Huntington has previously made available to Sky an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive Proxy Statement filed since January 1, 2004 by Huntington with the SEC pursuant to the Securities Act or the Exchange Act (the “Huntington Reports”) and prior to the date of this Agreement and (ii) communication mailed by Huntington to its stockholders since January 1, 2004 and prior to the date of this Agreement, and no such Huntington Report or communication, as of the date of such Huntington Report or communication, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date.

Since January 1, 2004, as of their respective dates, all Huntington Reports filed under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.

4.13Compliance with Applicable Law. (a) Huntington and each of its Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and have complied in all respects with and are not in default in any respect under any, applicable law, statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to Huntington or any of its Subsidiaries (including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist (USA Patriot) Act of 2001, the Bank Secrecy Act and applicable limits on loans to one borrower), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or default is not reasonably likely to, either individually or in the aggregate, have a Material Adverse Effect on Huntington.

4.14Certain Contracts. (a) Except as set forth in the exhibit index for Huntington’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant toSection 5.3 hereof or as set forth onSection 4.14 of Huntington Disclosure Schedule, neither Huntington nor any of its Subsidiaries is a party to or bound by (i) any Instruments of Indebtedness by Huntington or any of its Subsidiaries in an amount in excess in the aggregate of $50,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Huntington Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Huntington or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of Huntington and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Sky and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Huntington or any of its Subsidiaries, (v) any collective bargaining agreement, and (vi) any contract or other agreement not made in the ordinary course of business which (A) is material to Huntington and its Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (i) through (vi) being referred to herein as “Huntington Material Contracts”). There are no provisions in any Huntington Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration.

4.15Agreements with Regulatory Agencies. Neither Huntington nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated financial holding companies or their Subsidiaries (each, whether or not set forth in the Huntington Disclosure Schedule, a “Huntington Regulatory Agreement”), nor has Huntington or any of its Subsidiaries been advised since January 1, 2004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Huntington Regulatory Agreement. Each Bank Subsidiary of Huntington is, and to the knowledge of Huntington, there has not been any event or occurrence since January 1, 2004 that could reasonably be expected to result in a determination that any such Bank Subsidiary is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. Each Bank Subsidiary of Huntington has at least a “satisfactory” rating under the U.S. Community Reinvestment Act.

4.16Derivative Transactions. Except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington, (i) all Derivative Transactions, whether entered into for the account of Huntington or for the account of a customer of Huntington or one of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of any Regulatory Authority and other policies, practices and procedures employed by Huntington and its Subsidiaries and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Huntington or one of its Subsidiaries enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect, (ii) Huntington and each of its Subsidiaries have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to Huntington’s knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.

4.17Undisclosed Liabilities. Except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Huntington included in the Huntington 10-Q (including any notes thereto), (ii) liabilities incurred in connection with this Agreement and the transactions contemplated thereby and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2006, since such date, neither Huntington nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect on Huntington.

4.18Environmental Liability. There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Huntington of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against Huntington, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington. To the knowledge of Huntington, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Huntington. Huntington is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

4.19Reorganization. As of the date of this Agreement, neither Huntington nor Merger Sub is aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

4.20Internal Controls. (a) None of Huntington or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. Huntington and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

4.21Huntington Information. The information relating to Huntington and its Subsidiaries that is provided by Huntington and Merger Sub for inclusion in the Joint Proxy Statement and the Form S-4, or the information relating to Huntington and its Subsidiaries that is provided by Huntington or Merger Sub or its representatives for inclusion in any other document filed with any other Regulatory Agency in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Form S-4 will comply with the provisions of the Securities Act and the rules and regulations thereunder in all material respects.

4.23Cash Consideration. Huntington has available to it sufficient funds to pay the aggregate Cash Consideration.

5.1Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, each of Huntington and Sky shall, and shall cause each of its respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties to obtain, any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

5.2Sky Forbearances. During the period from the date of this Agreement to the Effective Time, except as set forth inSection 5.2 of the Sky Disclosure Schedule and except as expressly contemplated or permitted by this Agreement, Sky shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Huntington, which shall not be unreasonably withheld:

(a)(i) other than dividends and distributions by a direct or indirect Subsidiary of Sky to Sky or any direct or indirect wholly owned Subsidiary of Sky, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock (except for regular quarterly cash dividends with customary record dates and payment dates and not to exceed $0.25 per share on Sky Common Stock), (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, except upon the exercise of Sky Stock Options or settlement of Sky Unit Awards that are outstanding as of the date hereof in accordance with their present terms, or (iii) purchase, redeem or otherwise acquire any shares of capital stock or other securities of Sky or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the issuance of Sky Common Stock upon the exercise of Sky Stock Options or settlement of Sky Stock Unit Awards that are outstanding as of the date hereof in accordance with their present terms, including the withholding of shares of Sky Common Stock to satisfy the exercise price or Tax withholding);

(b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of Sky Common Stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities,

including any Sky Stock Options and Sky Unit Awards (other than the issuance of Sky Common Stock upon the exercise of Sky Stock Options or settlement of Sky Stock Unit Awards that are outstanding as of the date hereof in accordance with their present terms);

(e) sell, lease, license, mortgage or otherwise encumber or subject to any Lien, or otherwise dispose of any of its properties or assets other than securitizations and other transactions in the ordinary course of business consistent with past practice or create any security interest in such assets or properties other than in the ordinary course of business consistent with past practice;

(f) except for borrowings having a maturity of not more than 30 days under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of Sky or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less advantageous than existing credit facilities, and as they may be so renewed, extended or replaced, (“Credit Facilities”)) that are incurred in the ordinary course of business consistent with past practice and with respect to which Sky consults with Huntington on a basis not less frequently than weekly, or for borrowings under Credit Facilities or other lines of credit or refinancing of indebtedness outstanding on the date hereof in additional amounts not to exceed $20,000,000, incur any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than Sky or any wholly owned Subsidiary thereof), or, other than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments in, any Person other than its wholly owned Subsidiaries and as a result of ordinary advances and reimbursements to employees and endorsements of banking instruments;

(h) change in any material respects its underwriting, operating, investment or risk management or other similar policies of Sky or any of its Subsidiaries;

(i) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of a material amount of Taxes;

(j) other than in the ordinary course of business consistent with past practice, terminate or waive any material provision of any material agreement, contract or obligation (collectively, “Contracts”) other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms, or enter into or renew any agreement or contract or other binding obligation of Sky or its Subsidiaries containing (i) any restriction on the ability of Sky and its Subsidiaries, or, after the Merger, Huntington and its Subsidiaries, to conduct its business as it is presently being conducted or currently contemplated to be conducted after the Merger or (ii) any restriction on Sky or its Subsidiaries, or, after the Merger, Huntington and its Subsidiaries, in engaging in any type or activity or business;

(k)(i) incur any capital expenditures in excess of $200,000 individually or $1,000,000 in the aggregate or (ii) enter into any agreement obligating Sky to spend more than $200,000 individually or $1,000,000 in the aggregate;

(l) except as required by agreements or instruments in effect on the date hereof, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which Sky directly or indirectly holds any equity or ownership interest on the date hereof (other than any interest arising from any foreclosure, settlement in lieu of foreclosure or troubled loan or debt restructuring in the ordinary course of business consistent with past practice);

(m) except as required by the terms of Sky Benefit Plans or Sky Employment Agreements as in effect on the date hereof or by applicable Law (including, Section 409A of the Code) or as provided by this Agreement, (i) grant to any current or former director, officer, employee, consultant or other service provider of Sky or its Subsidiaries any increase in compensation, except for annual salary or wage increases in the ordinary course of business consistent with past practice not to exceed 3.0% in the aggregate, (ii) grant to any current or former director, officer, employee, consultant or service provider any increase in severance or termination pay, except for any such increases to employees who are not officers in the ordinary course of business consistent with past practice, (iii) increase the compensation or benefits provided under, or otherwise amend, any Sky Plan or Sky Employment Agreement, (iv) modify any Sky Stock Option or other equity-based award, (v) make any discretionary contributions or payments to any trust or other funding vehicle, except for contributions or payments in the ordinary course of business consistent with past practice, (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee, consultant or other service provider or otherwise pay any amounts not due such individual, (vii) enter into any new or amend any existing employment or consulting agreement with any director or officer of Sky, or (viii) establish, adopt or enter into any collective bargaining agreement;

(n) agree or consent to any material agreement or material modifications of existing agreements with any Governmental Entity in respect of the operations of its business, except as required by law;

(o) pay, discharge, settle or compromise any claim, action, litigation, arbitration, suit, investigation or proceeding, other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $200,000 individually or $1,000,000 in the aggregate, and that does not create precedent for other pending or potential claims, actions, litigation, arbitration or proceedings;

(q) issue any broadly distributed communication of a general nature to Employees (including general communications relating to benefits and compensation) or customers without the prior approval of Huntington (which will not be unreasonably delayed or withheld), except for communications in the ordinary course of business that do not relate to the Merger or other transactions contemplated hereby;

(r) take any action, or knowingly fail to take any action, which action or failure to act would be reasonably expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;

(s) take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby;

(t) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth inArticle VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; or

(u) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by thisSection 5.2.

5.3Huntington Forbearances. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, Huntington shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Sky, (i) amend, repeal or otherwise modify any provision of the Huntington Charter or the Huntington Bylaws (other than those that would not be adverse to Sky or its shareholders or those that would not impede Huntington’s or Merger Sub’s ability to consummate the transactions contemplated hereby, and other than any provisions relating to the preferred stock of Huntington), (ii) amend, repeal or otherwise modify any provision of Merger Sub’s Articles of Organization or LLC Agreement (other than those that would not be adverse to Sky or its shareholders or those that would not impede Huntington’s or Merger Sub’ ability to consummate the transactions contemplated hereby), (iii) take any action, or knowingly fail to take any action, which action or failure to act would be reasonably expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (iv) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth inArticle VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law, (v) make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, in any case to the extent such action would be reasonably expected to prevent, or materially impede or delay, the consummation of the transactions contemplated by this Agreement or (vi) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by thisSection 5.3.

6.1Regulatory Matters. (a) Huntington and Sky shall promptly prepare and file with the SEC the Joint Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Huntington and Sky shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Huntington shall file the opinions described inSections 7.2(c) and7.3(c) with the SEC by post-effective amendment to the Form S-4. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Sky shall furnish all information concerning Sky and the holders of Sky Common Stock as may be reasonably requested in connection with any such action.

(b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Sky and Huntington shall have ~~been authorized~~the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sky or Huntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions

contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Huntington to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Huntington and its Subsidiaries (including the Surviving Company after giving effect to the Merger) taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, Sky agrees to cooperate and use its reasonable best efforts to assist Huntington in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Sky and Huntington following consummation of the Merger.

(c) Each of Huntington and Sky shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Huntington, Sky or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.

(d) Each of Huntington, Merger Sub and Sky shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

6.2Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Sky and Huntington shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the other, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, the parties shall, and shall cause its Subsidiaries to, make available to the other party all other information concerning its business, properties and personnel as the other may reasonably request. Sky shall, and shall cause each of its Subsidiaries to, provide to Huntington a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that such party is not permitted to disclose under applicable law). Neither Sky nor Huntington nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(c) No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other set forth in this Agreement.

6.3Shareholder Approval. Sky and Huntington shall each call a meeting of their respective shareholders and stockholders, as applicable, to be held as soon as reasonably practicable for the purpose of obtaining the requisite shareholder or stockholder approval required in connection with this Agreement and the Merger (the “Sky Shareholder Meeting” and the “Huntington Stockholder Meeting,” respectively), and shall use its reasonable best

efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of Sky has resolved to recommend to Sky’s shareholders that such shareholders vote in favor of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the “Sky Recommendation”) and shall use reasonable best efforts to obtain such approval and adoption. Unless otherwise directed in writing by Huntington, this Agreement and the Merger shall be submitted to the shareholders of Sky at the Sky Shareholder Meeting for the purpose of approving the Agreement and the Merger.The Board of Directors of Huntington has resolved to recommend to its stockholders that such stockholders vote in favor of the approval of the issuance of shares of Huntington Common Stock in connection with the Merger (the “Huntington Recommendation”) and shall use reasonable best efforts to obtain such approval. Unless otherwise directed in writing by Sky, such share issuance proposal shall be submitted to the stockholders of Huntington at the Huntington Stockholder Meeting for the purpose of approving such issuance of shares of Huntington Common Stock in connection with the Merger.

6.4Legal Conditions to Merger. Subject toSection 6.1(b), each of Huntington and Sky shall, and shall cause its Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth inArticle VII, to consummate the transactions contemplated by this Agreement, and (ii) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Sky or Huntington or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement.

6.5Affiliates. Sky shall use its reasonable best efforts to cause each director, executive officer and other person who is an “affiliate” (for purposes of Rule 145 under the Securities Act) of Sky to deliver to Huntington, as soon as practicable after the date of this Agreement, and prior to the date of the meeting of the Sky shareholders to be held pursuant toSection 6.3, a written agreement, in the form ofExhibit B.

6.7Employee Matters. (a) From and after the Effective Time, the employees of Sky and its Subsidiaries who are employed by the Surviving Company as of the Effective Time (the “Assumed Employees”) and who remain employed with the Surviving Company thereafter will be offered participation and coverage under Huntington Benefit Plans that are no less favorable than the plans generally in effect for similarly situated employees of Huntington and its Subsidiaries;provided, that continued participation and coverage following the Effective Time under the Sky Benefit Plans as in effect immediately prior to the Effective Time shall be deemed to satisfy the obligations under this sentence, it being understood that the Assumed Employees may commence participating in the comparable Huntington Benefit Plans on different dates following the Effective Time with respect to different comparable Huntington Benefit Plans. Notwithstanding any provision of thisSection 6.7(a) to the contrary, each Assumed Employee (other than those with individual agreements providing for severance or “change of control” benefits) whose employment terminates during the 12-month period from and after the Effective Time shall receive the greater of the severance pay and benefits under (i) the Huntington Transition Pay Plan, in accordance with the terms thereof as in effect from time to time, or (ii) the Sky Severance Pay Plan, in accordance with the terms thereof as in effect immediately prior to the Effective Time, in either case to be calculated, on the basis of the Assumed Employee’s service at the time of termination of employment and the greater of the Assumed Employee’s compensation (A) at the time of termination of employment or (B) as in effect immediately prior to the Effective Time. Such severance benefits shall be provided in all cases under the terms and procedures set forth in the Huntington Transition Pay Plan, except with regard to the benefit formula as stated above.

(b) Huntington shall cause each Huntington Benefit Plan in which Assumed Employees are eligible to participate to take into account for purposes of eligibility, vesting and benefit accruals under the Huntington Benefit Plans (other than benefit accruals under any of Huntington’s tax-qualified and non-qualified defined

benefit pension plans) the service of such employees with Sky and its Subsidiaries (and any predecessor entities) to the same extent as such service was credited for such purpose by Sky and its Subsidiaries;provided,however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service or with respect to newly implemented plans for which prior service is not taken into account. Nothing herein shall limit the ability of Huntington, Merger Sub or the Surviving Company to amend or terminate any of the Sky Benefit Plans or Huntington Benefits Plans in accordance with their terms at any time.

(c) At and following the Effective Time, Huntington will cause the Surviving Company to honor the obligations of Sky or any of its Subsidiaries as of the Effective Time under the provisions of the Sky Benefit Plans and Sky Employment Agreements,~~Regulatory Approvals~~provided~~. All regulatory approvals~~ that this provision shall not prevent the Surviving Company from amending, suspending or terminating any such plans or agreements to the extent permitted by the respective terms of such plans or agreement.

(d) If Assumed Employees become eligible to participate in a medical, dental or health plan of Huntington or its Subsidiaries, Huntington shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of Huntington, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time for the year in which the Effective Time or participation in such medical, dental or health plan of Huntington, as applicable, occurs, in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous medical, dental or health plan of Sky prior to the Effective Time for the year in which the Effective Time or participation in such medical, dental or health plan of Huntington, as applicable, occurs.

(e) As of the Effective Time, the Surviving Company shall take all action necessary to effectuate the agreements set forth in~~Sections 3.4~~Section 6.7(e) of the Huntington Disclosure Schedule.

6.8Indemnification; Directors’ and~~4.4~~ Officers’ Insurance ~~required~~. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to ~~consummate~~the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Sky or any of its Subsidiaries or who is or was serving at the request of Sky or any of its Subsidiaries as a director or officer of another person (the “Indemnified Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Sky or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated by this Agreement, ~~including~~whether asserted or arising before or after the ~~Merger,~~Effective Time, the parties shall ~~have been obtained~~cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Huntington shall ~~remain~~indemnify and hold harmless, as and to the fullest extent currently provided under applicable law, the Sky Articles, the Sky Regulations and any agreement set forth in ~~full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals and the expiration of all such waiting periods being referred as the~~~~“Requisite Regulatory Approvals~~Section 6.8~~”).~~

~~(d)~~~~Form S-4~~~~. The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness~~ of the ~~Form S-4 shall have been issued~~Sky Disclosure Schedule, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and ~~no proceedings for that purpose shall have been initiated or threatened by the SEC.~~

~~(e)~~~~No Injunctions or Restraints; Illegality~~~~. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “~~~~Injunction~~~~”) preventing the consummation~~expenses incurred in advance of the ~~Merger~~final disposition of any claim, suit, proceeding or investigation upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation.

(b) Huntington shall cause the individuals serving as officers and directors of Sky or any of its Subsidiaries immediately prior to the Effective Time to be covered for a period of six years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by Sky (provided that Huntington may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time that were committed by such officers and directors in their capacity as such;provided that in no event shall Huntington be

required to expend more than 250% per year of coverage of the amount currently expended by Sky per year of coverage as of the date of this Agreement (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto, and (iii) if Huntington is unable to maintain or obtain the insurance called for by thisSection 6.8, Huntington shall obtain as much comparable insurance as available for the Maximum Amount, and (iv) such Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to Huntington’s insurance carrier for the purpose of obtaining such insurance, comparable in nature and scope to the applications, representations and warranties required of persons who are officers and directors of Huntington as of the date hereof.

(c) The provisions of thisSection 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

6.9Additional Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement (including any merger between a Subsidiary of Huntington, on the one hand, and a Subsidiary of Sky, on the other) or to vest the Surviving Company with full title to all properties, assets, rights, approvals, immunities and franchises of either party to the Merger, the proper officers and directors of each party and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by, and at the sole expense of, Huntington.

6.10Advice of Changes. Each of Huntington, Merger Sub and Sky shall promptly advise the other of any change or event (i) having or reasonably likely to have a Material Adverse Effect on it or (ii) that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement;provided,however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement;provided,further, that a failure to comply with thisSection 6.10 shall not constitute the failure of any condition set forth inArticle VII to be satisfied unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth inArticle VII to be satisfied.

6.11Dividends. After the date of this Agreement, Sky shall coordinate with Huntington the declaration of any dividends in respect of Sky Common Stock and the record dates and payment dates relating thereto such that holders of Sky Common Stock shall not receive two dividends, or fail to receive one dividend, for any quarter with respect to their shares of Sky Common Stock and any shares of Huntington Common Stock any such holder receives in exchange therefor in the Merger.

6.12Exemption from Liability Under Section 16(b). Huntington and Sky agree that, in order to most effectively compensate and retain Sky Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sky Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sky Common Stock, Sky Stock Options and Sky Stock Unit Awards into shares of Huntington Common Stock, Assumed Stock Options and Assumed Stock Unit Awards, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of thisSection 6.12. Assuming that Sky delivers to Huntington the Section 16 Information (as defined below) in a timely fashion, the Board of Directors of Huntington, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution providing that the receipt by Sky Insiders of Huntington Common Stock in exchange for shares of Sky Common Stock, of options on Huntington Common Stock upon conversion of options on Sky Common Stock, and of Assumed Stock Unit Awards upon conversion of Sky Stock Unit Awards, in each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. “Section 16 Information” shall mean information accurate in all material respects regarding Sky Insiders, the number of shares of Sky Common Stock held by each such Sky Insider and expected to be exchanged for Huntington Common Stock in the Merger, and the number and

description of the options or stock unit awards on Sky Common Stock held by each such Sky Insider and expected to be converted into options on Huntington Common Stock or Assumed Stock Unit Awards, as applicable, in connection with the Merger;provided that the requirement for a description of any Sky Stock Options and Sky Stock Unit Awards shall be ~~in effect. No statute, rule, regulation, order, Injunction or decree shall~~deemed to be satisfied if copies of all Sky Stock Plans, and forms of agreements evidencing grants thereunder, under which such Sky Stock Options and Sky Stock Unit Awards have been ~~enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or makes illegal consummation~~granted, have been made available to Huntington. “Sky Insiders” shall mean those officers and directors of Sky who are subject to the reporting requirements of Section 16(a) of the ~~Merger.~~Exchange Act and who are listed in the Section 16 Information.

(a) None of Sky or Huntington (each, a “No-Shop Party”) or its respective Subsidiaries or any officer, director, employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of such No-Shop Party or any of its Subsidiaries shall directly or indirectly (i) solicit, initiate, encourage or facilitate (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or proposals regarding any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including, without limitation, by way of a tender offer) or similar transactions involving such No-Shop Party or any of its Subsidiaries that, if consummated, would constitute an Alternative Transaction (any of the foregoing inquiries or proposals being referred to herein as an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding an Alternative Transaction or (iii) enter into any agreement regarding any Alternative Transaction. Notwithstanding the foregoing, the Board of Directors of a No-Shop Party shall be permitted, prior to the meeting of shareholders or stockholders, as applicable, of such No-Shop Party to be held pursuant toSection 6.3, and subject to compliance with the other terms of thisSection 6.13 and to first entering into a confidentiality agreement with the person proposing such Acquisition Proposal on terms substantially similar to, and no less favorable to such No-Shop Party than, those contained in the Confidentiality Agreement, to consider and participate in discussions and negotiations with respect to a bona fide Acquisition Proposal received by such No-Shop Party, if and only to the extent that the Board of Directors of such No-Shop Party reasonably determines in good faith (after consultation with outside legal counsel) that failure to do so would cause it to violate its fiduciary duties.

As used in this Agreement, “Alternative Transaction” means, in respect of either No-Shop Party, any of (i) a transaction pursuant to which any person (or group of persons) other than the other No-Shop Party or its affiliates, directly or indirectly, acquires or would acquire more than 25 percent of the outstanding shares of Sky Common Stock or Huntington Common Stock, as applicable, or outstanding voting power or of any new series or new class of preferred stock that would be entitled to a class or series vote with respect to the Merger, whether from such No-Shop Party, or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, share exchange, consolidation or other business combination involving such No-Shop Party (other than the Merger), (iii) any transaction pursuant to which any person (or group of persons) other than the other No-Shop Party or its affiliates acquires or would acquire control of assets (including for this purpose the outstanding equity securities of subsidiaries of such No-Shop Party and securities of the entity surviving any merger or business combination including any of its Subsidiaries) of such No-Shop Party or any of its subsidiaries representing more than 25 percent of the fair market value of all the assets, net revenues or net income of such No-Shop Party and its subsidiaries, taken as a whole, immediately prior to such transaction, or (iv) any other consolidation, business combination, recapitalization or similar transaction involving such No-Shop Party or any of its subsidiaries, other than the transactions contemplated by this Agreement, as a result of which the holders of shares of Sky Common Stock or Huntington Common Stock, as applicable, immediately prior to such transaction do not, in the aggregate, own at least 75 percent of each of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation thereof in substantially the same proportion as such holders held the shares of Sky Common Stock or Huntington Common Stock, as applicable, immediately prior to the consummation thereof;provided,however, that for purposes ofSection 8.3(a) of this Agreement, each reference to “25 percent” or “75 percent” in this definition shall be deemed to be a reference to “50 percent.”

(b) Each No-Shop Party shall notify the other No-Shop Party promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to such No-Shop Party or any of its Subsidiaries or for access to the properties, books or records of such No-Shop Party or any of its Subsidiaries by any Person or entity that informs the Board of Directors of such No-Shop Party or any Subsidiary of such No-Shop Party that it is considering making, or has made, an Acquisition Proposal. Such notice to the other No-Shop Party shall be made orally and in writing, and shall indicate the identity of the Person making the Acquisition Proposal or intending to make or considering making an Acquisition Proposal or requesting non-public information or access to the books and records of such No-Shop Party or any of its Subsidiaries, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal. Each No-Shop Party shall keep the other No-Shop Party fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. Each No-Shop Party shall also promptly, and in any event within 24 hours, notify the other No-Shop Party, orally and in writing, if it enters into discussions or negotiations concerning any Acquisition Proposal in accordance withSection 6.13(a).

(c) Nothing contained in thisSection 6.13 shall prohibit a No-Shop Party or its Subsidiaries from taking and disclosing to its shareholders or stockholders, as applicable, a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act.

(d) Each No-Shop Party and its Subsidiaries shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the other No-Shop Party) conducted heretofore with respect to any of the foregoing, and shall use reasonable best efforts to cause all Persons other than the other No-Shop Party who have been furnished confidential information regarding such first No-Shop Party in connection with the solicitation of or discussions regarding an Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information. Each No-Shop Party agrees not to, and to cause its Subsidiaries not to, release any third party from the confidentiality and standstill provisions of any agreement to which such No-Shop Party or its Subsidiaries is or may become a party, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any person to make an Acquisition Proposal.

(e) Each No-Shop Party shall ensure that the officers, directors and all employees, agents and representatives (including any investment bankers, financial advisors, attorneys, accountants or other retained representatives) of such No-Shop Party or its Subsidiaries are aware of the restrictions described in thisSection 6.13 as reasonably necessary to avoid violations thereof. It is understood that any violation of the restrictions set forth in thisSection 6.13 by any officer, director, employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of a No-Shop Party or its Subsidiaries, at the direction or with the consent of such No-Shop Party or its Subsidiaries, shall be deemed to be a breach of thisSection 6.13 by such No-Shop Party.

6.14Transition. (a) Commencing following the date hereof, Huntington and Sky shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts to facilitate the integration, from and after the Closing, of Sky and its Subsidiaries with the businesses of Huntington and its Subsidiaries. Without limiting the generality of the foregoing, from the date hereof through the Closing Date and consistent with the performance of their day-to-day operations, the continuous operation of Sky and its Subsidiaries in the ordinary course of business and applicable law, Sky shall cause the employees and officers of Sky and its Subsidiaries, including the Bank, to cooperate with Huntington in performing tasks reasonably required in connection with such integration.

(b) Huntington and Sky agree to consult with respect to their litigation and real estate valuation policies and practices. Sky shall continue to utilize its existing loan policies and practices (including loan classifications and levels of reserves);provided,however, that, subject to applicable law, Sky shall not unreasonably withhold or delay its consent to any reasonable request by Huntington that Sky make modifications or changes thereto and

Sky shall make such changes promptly after granting any such consent or at such later date as the parties may agree. Huntington and Sky shall also, subject to applicable law, consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby, and shall take such charges as Huntington shall reasonably request. No party’s representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of thisSection 6.14.

(a) Following the Effective Time, Huntington shall use reasonable best efforts, in light of business and market conditions, to maintain employment of at least 100 employees in Bowling Green, Ohio and at least 100 employees in Salineville, Ohio.

(b) During the five-year period from and after the Effective Time, Huntington shall contribute to the Sky Foundation $5 million as a separate endowment within, and to be managed by, the Sky Foundation. Such contribution shall be used to maintain Sky’s charitable commitments to the communities in Sky’s former market areas through the Sky Foundation at substantially the same levels as prior to the Effective Time.

(c) The commitments set forth in thisSection 6.15 will be reflected in the minutes of Huntington following the Closing Date.

7.1Conditions to ~~Obligations of Huntington~~Each Party’s Obligation to Effect the Merger. The ~~obligation~~respective obligations of ~~Huntington~~the parties to effect the Merger ~~is also~~shall be subject to the satisfaction ~~or waiver by Huntington,~~ at or prior to the Effective Time of the following conditions:

(a)~~Representations and Warranties~~Shareholder Approval. ~~The representations and warranties of Unizan set forth in this Agreement shall be true and correct as of the date of this~~(i) This Agreement and as of the Effective Time as though made on and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date);~~provided~~,~~however~~, that no representation or warranty of Unizan shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Unizan, has had or would reasonably be expected to result in a Material Adverse Effect on Unizan, disregarding for these purposes (i) any qualification or exception for, or reference to, materiality in any such representation or warranty and (ii) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; and Huntington shall have received a certificate signed on behalf of Unizan by the Chief Executive Officer or the Chief Financial Officer of Unizan to the foregoing effect.

~~(b)~~~~Performance of Obligations of Unizan~~. Unizan shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; and Huntington shall have received a certificate signed on behalf of Unizan by the Chief Executive Officer or the Chief Financial Officer of Unizan to such effect.

~~(c)~~~~Federal Tax Opinion~~. Huntington shall have received the opinion of its counsel, Wachtell, Lipton, Rosen & Katz, in form and substance reasonably satisfactory to Huntington, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Unizan and Huntington, reasonably satisfactory in form and substance to it.

~~7.3~~~~Conditions to Obligations of Unizan~~~~. The obligation of Unizan to effect the Merger is also subject to the satisfaction or waiver by Unizan at or prior to the Effective Time of the following conditions:~~

~~(a)~~~~Representations and Warranties~~. The representations and warranties of Huntington set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date);~~provided~~,~~however~~~~, that no representation or warranty of Huntington shall be deemed untrue or incorrect for purposes hereunder as a~~

consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Huntington, has had or would reasonably be expected to result in a Material Adverse Effect on Huntington, disregarding for these purposes (i) any qualification or exception for, or reference to, materiality in any such representation or warranty and (ii) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; and Unizan shall have received a certificate signed on behalf of Huntington by the Chief Executive Officer or the Chief Financial Officer of Huntington to the foregoing effect.

~~(b)~~~~Performance of Obligations of Huntington~~. Huntington shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Unizan shall have received a certificate signed on behalf of Huntington by the Chief Executive Officer or the Chief Financial Officer of Huntington to such effect.

~~(c)~~~~Federal Tax Opinion~~. Unizan shall have received the opinion of its counsel, Black, McCuskey, Souers & Arbaugh, in form and substance reasonably satisfactory to Unizan, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Unizan and Huntington, reasonably satisfactory in form and substance to it.

~~8.1~~~~Termination~~. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of Unizan or Huntington:

(a) by mutual consent of Unizan and Huntington in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its respective entire Board of Directors;

(b) by either the Board of Directors of Unizan or the Board of Directors of Huntington if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated ~~by this Agreement;~~

(c) by either the Board of Directors of Unizan or the Board of Directors of Huntington if the Merger shall not have been consummated on or before the first anniversary of the date of this Agreement unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth in this Agreement;

~~(d) by either the Board of Directors of Huntington or the Board of Directors of Unizan if there~~thereby shall have been ~~a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Unizan, in the case of a termination~~approved and adopted by Huntington, or Huntington, in the case of a termination by Unizan, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in~~Section 7.2~~ or~~7.3, as the case may be, and which is not cured within 45 days following written notice to the party committing such breach or by its nature or timing cannot be cured within such time period;~~

~~(e) by either the Board of Directors of Huntington or the Board of Directors of Unizan if Unizan shall have failed to obtain~~ the requisite affirmative vote ~~in favor~~ of ~~approving and adopting this Agreement from~~ the holders of ~~Unizan~~Sky Common Stock entitled to vote thereon, atand (ii) the ~~Unizan Shareholder Meeting;~~~~provided~~ ~~that the right of~~

~~Unizan to terminate this Agreement pursuant to this Section 8.1(e) shall not be available to it if it has failed to comply in all material respects with its obligations under~~~~Section 6.3~~ or~~6.13~~;

~~(f) By the Board of Directors~~issuance of Huntington ~~if Unizan has (i) failed to make~~Common Stock in connection with the ~~Unizan Recommendation or has modified or qualified such recommendation in a manner adverse to Huntington, (ii) failed to substantially comply with its obligations under~~~~Section 6.3~~ or~~6.13~~ ~~or (iii) recommended or endorsed an Alternative Transaction; or~~

(g) by Unizan, if the Unizan Board of Directors so determines by the vote of a majority of all of its members, by giving written notice to Huntington not later than the end of the second Business day next following the Determination Date, in the event that, as of the Determination Date, both of the following conditions are satisfied:

~~(i) the Average Closing Price shall be less than 80% of the Huntington Starting Price; and~~

~~(ii) (A) the number obtained by dividing the Average Closing Price by the Huntington Starting Price (such number, the “~~~~Huntington Ratio~~~~”) is less than (B) the number obtained by dividing the Final Index Price by the Initial Index Price and subtracting 0.15 from such quotient (such number, the “~~~~Index Ratio~~~~”).~~

If Unizan elects to exercise its termination right pursuant to this Section 8.1(g), it shall give written notice to Huntington. During the five-business-day period commencing with its receipt of such notice, Huntington may, at its option (the “~~Fill Option~~”), adjust the Exchange Ratio to equal the lesser of (i) a number equal to a quotient (rounded to the nearest one-ten-thousandth), the numerator of which is the product of 0.80, the Huntington Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-ten-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Huntington Ratio. If Huntington makes an election contemplated by the preceding sentence within such five-day period, it shall give prompt written notice to Unizan of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 8.1(g) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange RatioMerger shall have been ~~so modified), and any references in this Agreement~~approved by the requisite affirmative vote of the holders of Huntington Common Stock entitled to “vote thereon.

(e)Reservation of Shares. Huntington has taken all corporate actions necessary to reserve for issuance a sufficient number of shares of Huntington Common Stock upon the exercise of the Assumed Stock Options and Assumed Stock Unit Awards. As soon as practicable following the Closing, Huntington shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act with respect to the issuance of the shares of Huntington Common Stock subject to the Assumed Stock Options and Assumed Stock Unit Awards and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

2.2Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates (except to the extent representing Dissenting Shares) a letter of transmittal in customary form as prepared by Huntington and reasonably acceptable to Sky (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and any cash in lieu of fractional shares into which the shares of Sky Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and any dividends or distributions to which such holder is entitled pursuant toSection 2.2(b). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing the number of whole shares of Huntington Common Stock to which such holder of Sky Common Stock shall have become entitled pursuant to the provisions ofArticle I, (ii) a check representing the amount of the aggregate Cash Consideration (rounded up to the nearest whole cent) and any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of thisArticle II, and (iii) a check representing the amount of any dividends or distributions then payable pursuant toSection 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions as contemplated bySection 2.2(b).

(b) No dividends or other distributions declared with respect to Huntington Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with thisArticle II. After the surrender of a Certificate in accordance with thisArticle II, the record holder thereof shall be entitled to receive (i) the amount of any dividends or distributions with a record date prior to the Effective Time which have been declared by Sky in respect of the shares of Sky Common Stock after the date of this Agreement in accordance with the terms of this Agreement and which remain unpaid at the Effective Time, (ii) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid, without any interest thereon, with respect to the whole shares of Huntington Common Stock represented by such Certificate, and (iii), at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender, with respect to shares of Huntington Common Stock represented by such Certificate.

surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the payment or issuance in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(e) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Huntington Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Huntington Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Huntington. In lieu of the issuance of any such fractional share, Huntington shall pay to each former shareholder of Sky who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) Huntington Closing Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Huntington Common Stock to which such holder would otherwise be entitled to receive pursuant toSection 1.4.

(g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Huntington, the posting by such person of a bond in such amount as Huntington may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

(c) Each of Sky’s Subsidiaries (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky. As used in this Agreement, (i) the word “Subsidiary” when used with respect to either party, means any bank, corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under U.S. generally accepted accounting principles (“GAAP”), and the terms “Sky Subsidiary” and “Huntington Subsidiary” shall mean any direct or indirect Subsidiary of Sky or Huntington, respectively, and (ii) the term “Material Adverse Effect” means, with respect to Huntington, Merger Sub, Sky or the Surviving Company, as the case may be, a material adverse effect on (A) the business, results of operations or financial condition of such party and its Subsidiaries (as defined above) taken as a whole (provided,however, that, with respect to this clause (A), Material Adverse Effect shall not be deemed to ~~refer~~include effects to the ~~Exchange Ratio~~extent resulting from (1) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (2) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or Governmental Entities (as defined inSection 3.4), (3) actions or omissions of Huntington, Merger Sub or Sky taken with the prior written consent of the other or required hereunder, (4) changes, after the date hereof, in general economic or market conditions affecting banks or their holding companies generally except to the extent that such changes have a materially disproportionate adverse effect on such party, or (5) consummation or public disclosure of the transactions contemplated hereby), or (B) the ability of such party to timely consummate the transactions contemplated by this Agreement.Section 3.1(c) of the Sky Disclosure Schedule sets forth all material nonconsolidated subsidiaries of Sky.

3.2Capitalization. (a) The authorized capital stock of Sky consists of 350,000,000 shares of Sky Common Stock, of which, as ~~adjusted~~of December 18, 2006, 116,713,521 shares were issued and outstanding, and 10,000,000 shares of serial preferred stock, par value $10.00 per share, of which as of the date hereof, no shares were issued and outstanding. As of December 18, 2006, 1,731,463 shares of Sky Common Stock were held in Sky’s treasury. As of December 18, 2006, no shares of Sky Common Stock were reserved for issuance except for 7,431,645 shares of Sky Common Stock reserved for issuance upon the exercise of Sky Stock Options issued pursuant to the Sky Stock Plans. All of the issued and outstanding shares of Sky Common Stock have been, and all shares of Sky Common Stock that may be issued upon the exercise of the Sky Stock Options will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this ~~Section 8.1(g)~~Agreement, the Sky Stock Plans and the Shareholder Rights Agreement dated as of July 21, 1998 by and between Sky and The Citizens Banking Company (the “Shareholder Rights Agreement”), Sky does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Sky Common Stock or any other equity securities of Sky or any securities representing the right to purchase or otherwise receive any shares of Sky Common Stock. Sky has provided Huntington with a true and complete list of all the Sky Stock Options outstanding under the Sky Stock Plans as of December 18, 2006, the number of shares subject to each such Sky Stock Option, the grant date of each such Sky Stock Option, the vesting schedule of each such Sky Stock Option and the exercise price for each such Sky Stock Option; since December 18, 2006 through the date hereof, Sky has not issued or awarded, or authorized the issuance or award of, any options, restricted stock or other equity-based awards under the Sky Stock Plans.

3.4Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) or the Division of Financial Institutions of the Ohio Department of Commerce (the “Ohio DFI”) and the Federal Reserve Board, and approval of such applications and notice, (ii) the filing of any required applications or notices with any foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meetings of Sky’s shareholders and Huntington’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and the acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement, (ix) the adoption of this Agreement by the requisite vote of shareholders of Sky and (x) filings, if any, required as a result of the particular status of Huntington or Merger Sub, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Sky of this Agreement and (B) the consummation by Sky of the Merger and the other transactions contemplated by this Agreement.

(g) any material change in its investment or risk management or other similar policies; or

(h) any agreement or commitment (contingent or otherwise) to do any of the foregoing.

(b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon Sky, any of its Subsidiaries or the assets of Sky or any of its Subsidiaries.

3.11Employee Benefits. For purposes of this ~~Section 8.1(g),~~Agreement, the following terms shall have the ~~meanings~~following meaning:

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

(a)Section 3.11(a) of the Sky Disclosure Schedule includes a complete list of all material Sky Benefit Plans and all material Sky Employment Agreements.

(c) All material contributions required to be made to any Sky Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Sky Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the financial statements to the extent required by GAAP. Each Sky Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) is unfunded.

(h) Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Sky or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

3.14Certain Contracts. (a) Except as set forth ~~below:~~in the exhibit index for Sky’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant toSection 5.2 hereof or as set forth onSection 3.14 of Sky Disclosure Schedule, neither Sky nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of Indebtedness (as defined below) by Sky or any of its Subsidiaries in an amount in excess in the aggregate of $20,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Sky Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Sky or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of Sky and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Huntington and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Sky or any of its Subsidiaries, (v) any collective bargaining agreement, (vi) any agreement providing for the indemnification by Sky or a Subsidiary of Sky of any Person other than customary agreements with directors or officers of Sky and other than with vendors providing goods or services to Sky or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to Sky, (vii) any joint venture or partnership agreement material to Sky, (viii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Sky or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (ix) any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to, any current or former director, officer or employee of Sky or its Subsidiaries, (x) any material agreement regarding any agent bank or other similar relationships with respect to lines of business, (xi) any material agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Sky and its Subsidiaries taken as a whole pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether Sky or its Subsidiary is the licensee or licensor thereunder, (xiii) any agreement pursuant to which Sky or any of its Subsidiaries leases real property, (xiv) any contract or agreement material to Sky and its Subsidiaries taken as a whole providing for the outsourcing or provision of servicing of customers, technology or product offerings of Sky or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business

(b) Each Sky Material Contract is valid and binding on Sky (or, to the extent a Subsidiary of Sky is a party, such Subsidiary) and, to the knowledge of Sky, any other party thereto and is in full force and effect. Neither Sky nor any of its Subsidiaries is in breach or default under any Sky Material Contract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries, taken as a whole. Neither Sky nor any Subsidiary of Sky knows of, or has received notice of, any violation or default under (nor, to the knowledge of Sky, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Sky Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries, taken as a whole. Prior to the date hereof, Sky has made available to Huntington true and complete copies of all Sky Material Contracts. There are no provisions in any Sky Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “~~Average Closing Price~~Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar agreements, (iii) all leases of such Person capitalized pursuant to GAAP, and (iv) all obligations of such Person under sale-and-lease back transactions, agreements to repurchase securities sold and other similar financing transactions.

3.18Environmental Liability. There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Sky of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against Sky, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky. To the knowledge of Sky, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Sky. Sky is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Sky.

(c) Each Huntington Subsidiary (including, without limitation, Merger Sub) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of (i) – (iii) as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington. Merger Sub was formed solely for the purposes of engaging in the transactions contemplated by this Agreement, and since its date of formation, has not engaged in any activities nor conducted its operation other than in connection with or as contemplated by this Agreement. True and complete copies of Merger Sub’s Articles of Organization and LLC Agreement, in effect as of the date of this Agreement, have previously been made available to Sky.Section 4.1(c) of the Huntington ~~Common Stock shall mean the arithmetic mean~~Disclosure Schedule sets forth all material nonconsolidated subsidiaries of ~~the daily closing sales prices per share~~Huntington.

4.2Capitalization. (a) The authorized capital stock of Huntington consists of 500,000,000 shares of Huntington Common Stock, ~~reported~~of which, as of December 15, 2006, 235,220,512 shares were issued and outstanding, and 6,617,808 shares of preferred stock, no par value (the “Huntington Preferred Stock”), of which, as of the date hereof, no shares were issued and outstanding. As of December 15, 2006, no more than 22,645,743 shares of Huntington Common Stock were held in Huntington’s treasury. As of the date hereof, no shares of Huntington Common Stock or Huntington Preferred Stock were reserved for issuance, except for 26,513,240 shares of Huntington Common Stock reserved for issuance upon exercise of options issued pursuant to employee and director stock plans of Huntington in effect as of the date of this Agreement (the “Huntington Stock Plans”). All of the issued and outstanding shares of Huntington Common Stock have been, and all shares of Huntington Common Stock that may be issued pursuant to the Huntington Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The total equity interests in Merger Sub consists of 100 outstanding membership units (“Merger Sub Units”). All Merger Sub Units are been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement and the Huntington Stock Plans, Huntington does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Huntington Common Stock or Merger Sub Units or any other equity securities of Huntington or Merger Sub or any securities representing the right to purchase or otherwise receive any shares of Huntington Common Stock or Merger Sub Units. The shares of Huntington Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

4.3Authority; No Violation. (a) Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

applications and notices, and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the OCC or the Ohio DFI and the Federal Reserve Board and approval of such applications and notice, (ii) the Other Regulatory Approvals, (iii) the filing with the SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (v) any notices to or filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicably industry SRO, and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement and approval of listing such Huntington Common Stock on the Nasdaq ~~National~~Stock Market, ~~(as reported~~(ix) the approval of the issuance of Huntington Common Stock in connection with the Merger by the~~Wall Street Journal~~ requisite vote of stockholders of Huntington, and (x) filings, if any, required as a result of the particular status of Sky, no consents or ~~if not reported thereby, another authoritative source)~~approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington or Merger Sub of this Agreement and (B) the consummation by Huntington or Merger Sub of the Merger and the other transactions contemplated by this Agreement.

4.5Reports. Huntington and each of its Subsidiaries have in all material respects timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2004 with the Regulatory Agencies and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 2004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Huntington and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Huntington, investigation into the business or operations of Huntington or any of its Subsidiaries since January 1, 2004. There (i) is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Huntington or any of its Subsidiaries, and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Huntington since January 1, 2004.

4.6Financial Statements. Huntington has previously made available to Sky copies of (i) the consolidated balance sheet of Huntington and its Subsidiaries as of December 31, 2003, 2004 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the ~~five consecutive~~years then ended as reported in Huntington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (as amended prior to the date hereof, the “Huntington 2005 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to the year ended December 31, 2003, and accompanied by the audit reports of Deloitte & Touche LLP, independent public accountants with respect to Huntington for the years ended December 31, 2004 and 2005, and (ii) the unaudited consolidated balance sheet of Huntington and its Subsidiaries as of September 30, 2005 and 2006, and the related consolidated statements of income, changes in stockholders’ equity and cash flows of the three- and nine-month periods then ended, as reported in Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 (the “Huntington 10-Q”). The December 31, 2005 consolidated balance sheet of Huntington (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Huntington and its Subsidiaries as of the date thereof, and the other financial statements referred to in thisSection 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in stockholders’ equity and consolidated financial position of Huntington and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth,

4.7Broker’s Fees. Neither Huntington nor any Huntington Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any brokers fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than Bear, Stearns & Co. Inc. and Lehman Brothers Inc., all of the fees and expenses of which shall be the sole responsibility of Huntington.

(b) There is no material Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated financial or bank holding companies or their Subsidiaries) imposed upon Huntington, any of its Subsidiaries or the assets of Huntington or any of its Subsidiaries.

4.11Employee Benefits. For purposes hereof, the following terms shall have the following meaning:

“Huntington Plan” means any Huntington Benefit Plan other than a Multiemployer Plan.

(a)Section 4.11(a) of the Huntington Disclosure Schedule includes a complete list of all material Huntington Benefit Plans and all material Huntington Employment Agreements.

(c) All material contributions required to be made to any Huntington Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Huntington Plan, for any period through the date hereof have been timely made or paid in full ~~Nasdaq trading days ending at~~or, to the ~~close of trading~~extent not required to be made or paid on or before the date hereof, have been fully reflected on the ~~Determination Date (with~~financial statements to the extent required by GAAP. Each Huntington Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a ~~proportionate adjustment~~“welfare benefit fund” within the meaning of Section��419 of the Code or (ii) is unfunded.

(e) With respect to each Huntington Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, and, (ii) except as would not have, individually or in the aggregate, a Material Adverse Effect: (A) the fair market value of the assets of such Huntington Plan equals or exceeds the actuarial present value of all accrued benefits under such Huntington Plan

4.15Agreements with Regulatory Agencies. Neither Huntington nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been since January 1, 2004, a recipient of any supervisory letter from, or has been ordered to pay any civil money penalty by, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly situated financial holding companies or their Subsidiaries (each, whether or not set forth in the Huntington Disclosure Schedule, a “Huntington Regulatory Agreement”), nor has Huntington or any of its Subsidiaries been advised since January 1, 2004, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Huntington Regulatory Agreement. Each Bank Subsidiary of Huntington is, and to the knowledge of Huntington, there has not been any event or occurrence since January 1, 2004 that could reasonably be expected to result in a determination that any such Bank Subsidiary is not “well capitalized” and “well managed” as a matter of U.S. federal banking law. Each Bank Subsidiary of Huntington has at least a “satisfactory” rating under the U.S. Community Reinvestment Act.

4.23Cash Consideration. Huntington has available to it sufficient funds to pay the aggregate Cash Consideration.

5.1Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, each of Huntington and Sky shall, and shall cause each of its respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties to obtain, any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

(c) amend its certificate of incorporation, by-laws or other comparable organizational documents;

(e) sell, lease, license, mortgage or otherwise encumber or subject to any Lien, or otherwise dispose of any of its properties or assets other than securitizations and other transactions in the ordinary course of business consistent with past practice or create any security interest in such assets or properties other than in the ordinary course of business consistent with past practice;

(h) change in any material respects its underwriting, operating, investment or risk management or other similar policies of Sky or any of its Subsidiaries;

(j) other than in the ordinary course of business consistent with past practice, terminate or waive any material provision of any material agreement, contract or obligation (collectively, “Contracts”) other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms, or enter into or renew any agreement or contract or other binding obligation of Sky or its Subsidiaries containing (i) any restriction on the ability of Sky and its Subsidiaries, or, after the Merger, Huntington and its Subsidiaries, to conduct its business as it is presently being conducted or currently contemplated to be conducted after the Merger or (ii) any restriction on Sky or its Subsidiaries, or, after the Merger, Huntington and its Subsidiaries, in engaging in any type or activity or business;

(n) agree or consent to any material agreement or material modifications of existing agreements with any Governmental Entity in respect of the operations of its business, except as required by law;

(o) pay, discharge, settle or compromise any claim, action, litigation, arbitration, suit, investigation or proceeding, other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $200,000 individually or $1,000,000 in the aggregate, and that does not create precedent for other pending or potential claims, actions, litigation, arbitration or proceedings;

(u) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by thisSection 5.2.

5.3Huntington Forbearances. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, Huntington shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Sky, (i) amend, repeal or otherwise modify any provision of the Huntington Charter or the Huntington Bylaws (other than those that would not be adverse to Sky or its shareholders or those that would not impede Huntington’s or Merger Sub’s ability to consummate the transactions contemplated hereby, and other than any provisions relating to the preferred stock of Huntington), (ii) amend, repeal or otherwise modify any provision of Merger Sub’s Articles of Organization or LLC Agreement (other than those that would not be adverse to Sky or its shareholders or those that would not impede Huntington’s or Merger Sub’ ability to consummate the transactions contemplated hereby), (iii) take any action, or knowingly fail to take any action, which action or failure to act would be reasonably expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (iv) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth inArticle VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law, (v) make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, in any case to the extent such action would be reasonably expected to prevent, or materially impede or delay, the consummation of the transactions contemplated by this Agreement or (vi) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by thisSection 5.3.

(b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Sky and Huntington shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sky or Huntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions

(c) No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other set forth in this Agreement.

(b) Huntington shall cause each Huntington Benefit Plan in which Assumed Employees are eligible to participate to take into account for purposes of eligibility, vesting and benefit accruals under the Huntington Benefit Plans (other than benefit accruals under any of Huntington’s tax-qualified and non-qualified defined

(c) At and following the Effective Time, Huntington will cause the Surviving Company to honor the obligations of Sky or any of its Subsidiaries as of the Effective Time under the provisions of the Sky Benefit Plans and Sky Employment Agreements,provided that this provision shall not prevent the Surviving Company from amending, suspending or terminating any such plans or agreements to the extent permitted by the respective terms of such plans or agreement.

(d) If Assumed Employees become eligible to participate in a medical, dental or health plan of Huntington or its Subsidiaries, Huntington shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of Huntington, (ii) honor under such plans any deductible, co-payment and out-of-pocket expenses incurred by such employees and their beneficiaries during the portion of the calendar year prior to such participation and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time for the year in which the Effective Time or participation in such medical, dental or health plan of Huntington, as applicable, occurs, in each case to the extent such employee had satisfied any similar limitation or requirement under an analogous medical, dental or health plan of Sky prior to the Effective Time for the year in which the Effective Time or participation in such medical, dental or health plan of Huntington, as applicable, occurs.

(e) As of the Effective Time, the Surviving Company shall take all action necessary to effectuate the agreements set forth inSection 6.7(e) of the Huntington Disclosure Schedule.

6.8Indemnification; Directors’ and Officers’ Insurance. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Sky or any of its Subsidiaries or who is or was serving at the request of Sky or any of its Subsidiaries as a director or officer of another person (the “Indemnified Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Sky or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Huntington shall indemnify and hold harmless, as and to the fullest extent currently provided under applicable law, the Sky Articles, the Sky Regulations and any agreement set forth inSection 6.8 of the Sky Disclosure Schedule, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any claim, suit, proceeding or investigation upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation.

6.9Additional Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement (including any merger between a Subsidiary of Huntington, on the one hand, and a Subsidiary of Sky, on the other) or to vest the Surviving Company with full title to all properties, assets, rights, approvals, immunities and franchises of either party to the Merger, the proper officers and directors of each party and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by, and at the sole expense of, Huntington.

description of the options or stock unit awards on Sky Common Stock held by each such Sky Insider and expected to be converted into options on Huntington Common Stock or Assumed Stock Unit Awards, as applicable, in connection with the Merger;provided that the requirement for a description of any Sky Stock Options and Sky Stock Unit Awards shall be deemed to be satisfied if copies of all Sky Stock Plans, and forms of agreements evidencing grants thereunder, under which such Sky Stock Options and Sky Stock Unit Awards have been granted, have been made available to Huntington. “Sky Insiders” shall mean those officers and directors of Sky who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

As used in this Agreement, “Alternative Transaction” means, in respect of either No-Shop Party, any of (i) a transaction pursuant to which any person (or group of persons) other than the other No-Shop Party or its affiliates, directly or indirectly, acquires or would acquire more than 25 percent of the outstanding shares of Sky Common Stock or Huntington Common Stock, as applicable, or outstanding voting power or of any new series or new class of preferred stock that would be entitled to a class or series vote with respect to the Merger, whether from such No-Shop Party, or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, share exchange, consolidation or other business combination involving such No-Shop Party (other than the Merger), (iii) any transaction pursuant to which any person (or group of persons) other than the other No-Shop Party or its affiliates acquires or would acquire control of assets (including for this purpose the outstanding equity securities of subsidiaries of such No-Shop Party and securities of the entity surviving any merger or business combination including any of its Subsidiaries) of such No-Shop Party or any of its subsidiaries representing more than 25 percent of the fair market value of all the assets, net revenues or net income of such No-Shop Party and its subsidiaries, taken as a whole, immediately prior to such transaction, or (iv) any other consolidation, business combination, recapitalization or similar transaction involving such No-Shop Party or any of its subsidiaries, other than the transactions contemplated by this Agreement, as a result of which the holders of shares of Sky Common Stock or Huntington Common Stock, as applicable, immediately prior to such transaction do not, in the aggregate, own at least 75 percent of each of the outstanding shares of common stock and the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation thereof in substantially the same proportion as such holders held the shares of Sky Common Stock or Huntington Common Stock, as applicable, immediately prior to the consummation thereof;provided,however, that for purposes ofSection 8.3(a) of this Agreement, each reference to “25 percent” or “75 percent” in this definition shall be deemed to be a reference to “50 percent.”

Sky shall make such changes promptly after granting any such consent or at such later date as the parties may agree. Huntington and Sky shall also, subject to applicable law, consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby, and shall take such charges as Huntington shall reasonably request. No party’s representations, warranties and covenants contained in this Agreement shall be ~~changed into~~deemed to be untrue or breached in any respect for any purpose as a ~~different number of shares by reason~~consequence of any ~~stock dividend, reclassification, recapitalization, split-up, combination, exchange~~modifications or changes to such policies and practices which may be undertaken on account of ~~shares~~thisSection 6.14.

(c) The commitments set forth in thisSection 6.15 will be reflected in the minutes of Huntington following the Closing Date.

7.1Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the parties to effect the Merger shall be subject to the satisfaction at or ~~similar transaction between~~prior to the ~~date~~Effective Time of the following conditions:

(a)Shareholder Approval. (i) This Agreement and the ~~Determination Date).~~

“~~Business day~~~~” means Monday through Friday of each week, except a legal holiday recognized as such~~Merger contemplated thereby shall have been approved and adopted by the ~~U.S. Government or any day~~requisite affirmative vote of the holders of Sky Common Stock entitled to vote thereon, and (ii) the issuance of Huntington Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Huntington Common Stock entitled to vote thereon.

(b)Nasdaq Listing. The shares of Huntington Common Stock to be issued to the holders of Sky Common Stock upon consummation of the Merger shall have been authorized for quotation on ~~which banking institutions in~~ the ~~State~~Nasdaq, subject to official notice of ~~Ohio are authorized or obligated by law to close.~~issuance.

“(c)~~Determination Date~~Regulatory Approvals~~” means~~. All regulatory approvals set forth inSections 3.4 and4.4 required to consummate the ~~date on which~~transactions contemplated by this Agreement, including the ~~last Requisite Regulatory Approval~~Merger, shall have been obtained ~~without regard~~and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals and the expiration of all such waiting periods being referred as the “Requisite Regulatory Approvals”).

(d)Form S-4. The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

(e)No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, Injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or makes illegal consummation of the Merger.

7.2Conditions to ~~any requisite waiting period,~~Obligations of Huntington and Merger Sub. The obligation of Huntington and Merger Sub to effect the Merger is also subject to the satisfaction, or ~~if later, on~~waiver by Huntington and Merger Sub, at or prior to the Effective Time, of the following conditions:

(a)Representations and Warranties. The representations and warranties of Sky set forth in this Agreement shall be true and correct as of the date ~~ten Business Days~~of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date);provided,however, that no representation or warranty of Sky (other than representations or warranties contained inSections 3.1(a) (first sentence only),3.1(b),3.2,3.3(a) and3.7 which shall be true and correct in all material respects) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Sky, has had or would reasonably be expected to result in a Material Adverse Effect on Sky, disregarding for these purposes (i) any qualification or exception for, or reference to, materiality in any such representation or warranty and (ii) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; and Huntington shall have received a certificate signed on behalf of Sky by the Chief Executive Officer or the Chief Financial Officer of Sky to the foregoing effect.

(b)Performance of Obligations of Sky. Sky shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing ~~Date.~~Date; and Huntington shall have received a certificate signed on behalf of Sky by the Chief Executive Officer or the Chief Financial Officer of Sky to such effect.

“(c)~~Final Index Price~~Federal Tax Opinion~~” means~~. Huntington shall have received the ~~arithmetic mean~~opinion of its counsel, Davis Polk & Wardwell, in form and substance reasonably satisfactory to Huntington, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the ~~daily closing values~~Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Sky and Huntington, reasonably satisfactory in form and substance to it.

(d)No Materially Burdensome Regulatory Condition. None of the ~~S&P Bank Index (Bloomberg: S5BANKX) (the “~~~~Bank Index~~~~”) for~~Requisite Regulatory Approvals shall have resulted in the ~~five trading days utilized in calculating~~imposition of a Materially Burdensome Regulatory Condition.

7.3Conditions to Obligations of Sky. The obligation of Sky to effect the ~~Average Closing Price.~~

“~~Initial Index Price~~~~” means $354.67,~~Merger is also subject to the ~~closing value~~satisfaction or waiver by Sky at or prior to the Effective Time of the ~~Bank Index~~following conditions:

(a)Representations and Warranties. The representations and warranties of Huntington and Merger Sub set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Time as though made on ~~January 26, 2004.~~and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date);provided,however, that no representation or warranty of Huntington or Merger Sub (other than representations or warranties inSections 4.1(a) (first sentence only),4.1(b),4.2,4.3(a) and4.7 which shall be true and correct in all material respects) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Huntington or Merger Sub, has had or would reasonably be expected to result in a Material Adverse Effect on Huntington, disregarding for these purposes (i) any qualification or exception for, or reference to, materiality in any such representation or warranty and (ii) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; and Sky shall have received a certificate signed on behalf of Huntington by the Chief Executive Officer or the Chief Financial Officer of Huntington to the foregoing effect.

“(b)~~Huntington Starting Price~~~~” means $23.10, the closing sale price per share~~Performance of Obligations of Huntington ~~Common Stock reported~~and Merger Sub. Each of Huntington and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Sky shall have received a certificate signed on behalf of Huntington and Merger Sub by the Chief Executive Officer or the Chief Financial Officer of Huntington to such effect.

(c)Federal Tax Opinion. Sky shall have received the opinion of its counsel, Wachtell, Lipton, Rosen & Katz, in form and substance reasonably satisfactory to Sky, dated the Closing Date, to the effect that, on the ~~Nasdaq National Market~~basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Sky and Huntington, reasonably satisfactory in form and substance to it.

8.1Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of Sky or stockholders of Huntington:

(a) by mutual consent of Sky and Huntington in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its respective entire Board of Directors;

(b) by either the Board of Directors of Sky or the Board of Directors of Huntington if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

(c) by either the Board of Directors of Sky or the Board of Directors of Huntington if the Merger shall not have been consummated on ~~January 26, 2004.~~or before December 31, 2007 unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth in this Agreement;

(d) by either the Board of Directors of Huntington or the Board of Directors of Sky if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Sky, in the case of a termination by Huntington, or Huntington or Merger Sub, in the case of a termination by Sky, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth inSection 7.2 or7.3, as the case may be, and which is not cured within 45 days following written notice to the party committing such breach or by its nature or timing cannot be cured within such time period;

(e) By the Board of Directors of Huntington if Sky has (i) failed to make the Sky Recommendation or has withdrawn, modified or qualified, or proposed or resolved to withdraw, modify or qualify, such recommendation in a manner adverse to Huntington, (ii) failed to substantially comply with its obligations underSection 6.3 or6.13 or (iii) recommended or endorsed, or proposed or resolved to recommend or endorse, an Alternative Transaction involving Sky;

(f) By the Board of Directors of Sky if Huntington has (i) failed to make the Huntington Recommendation or has withdrawn, modified or qualified, or proposed or resolved to withdraw, modify or qualify, such recommendation in a manner adverse to Huntington, (ii) failed to substantially comply with its obligations underSection 6.3 or6.13 or (iii) recommended or endorsed, or proposed or resolved to recommend or endorse, an Alternative Transaction involving Huntington; or

(g) By either Huntington or Sky, if the requisite shareholder vote in connection with this Agreement and the Merger shall not have been obtained at Sky Shareholders Meeting or if the requisite stockholder vote in connection with this Agreement and the Merger shall not have been obtained at the Huntington Stockholders Meeting.

8.2Effect of Termination. In the event of termination of this Agreement by either ~~Unizan~~Sky or Huntington as provided inSection 8.1, this Agreement shall forthwith become void and have no effect, and none of ~~Unizan,~~Sky, Huntington, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except that (i)Sections 6.2(b),8.2,8.3,9.2,9.3,9.8 and9.9 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, neither ~~Unizan~~Sky nor Huntington shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

8.3Termination Fee. (a) In the event that (A) a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the ~~shareholders,~~shareholders/stockholders, senior management or Board of Directors of ~~Unizan,~~Sky or Huntington, as applicable, or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving Sky or Huntington, as applicable, after the date of this Agreement (the party to which ~~Acquisition Proposal shall not have been irrevocably withdrawn prior~~this clause (A) applies is referred to in thisSection 8.3(a) as the ~~Unizan Shareholder Meeting,~~“applicable party”), (B) thereafter this Agreement is terminated ~~by either Huntington or Unizan~~(i) pursuant to ~~Section 8.1(e), by Huntington~~Sections 8.1(g) or8.1(c) following the failure to receive the requisite approval of the applicable party’s shareholders or stockholders, or (ii) pursuant to ~~Section 8.1(f) or by Huntington pursuant to~~ Section 8.1(d) as a result of a willful breach by ~~Unizan~~the applicable party, and (C) prior to the date that is ~~eighteen (18)~~twelve (12) months after the date of such termination ~~Unizan~~the applicable party consummates an Alternative Transaction or enters into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to an Alternative Transaction, then ~~Unizan~~the applicable party shall on the date an Alternative Transaction is consummated or any such letter executed or agreement entered into, pay ~~Huntington~~the other party a fee equal to ~~$20,000,000 (twenty~~$125 million ~~dollars)~~(the “Termination Fee”) by wire transfer of same day funds.

(b) In the event this Agreement is terminated by Huntington pursuant toSection 8.1(e), then Sky shall pay Huntington the Termination Fee by wire transfer of same day funds on the date of termination. In the event this Agreement is terminated by Sky pursuant toSection 8.1(f), then Huntington shall pay Sky the Termination Fee by wire transfer of same day funds on the date of termination.

~~(b) Unizan~~(c) Each of Huntington and Sky acknowledges that the agreements contained in thisSection 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, ~~Huntington~~the other party would not enter into this Agreement; accordingly, if ~~Unizan~~any party fails promptly to pay the amount due pursuant to thisSection 8.3, and, in order to obtain such payment, ~~Huntington~~the other party commences a suit which results in a judgment against ~~Unizan~~such first party for the fee set forth in thisSection 8.3 ~~Unizan~~, the other party shall pay to ~~Huntington~~such first party its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at the rate on six-month U.S. Treasury obligations plus 300 basis points in effect on the date such payment was required to be made.

8.4Amendment. Subject to compliance with applicable law andSection 1.1(b), this Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors or sole member, as applicable, at any time before or after approval of the matters presented in connection with Merger by the shareholders of ~~Unizan~~Sky or the stockholders of Huntington;provided,however, that after any approval of the transactions contemplated by this Agreement by the shareholders of ~~Unizan,~~Sky or the stockholders of Huntington, there may not be, without further approval of such shareholders and/or stockholders, any amendment of this Agreement ~~governed by Section 1701.79(E) of the OGCL.~~that requires such further approval under applicable law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

8.5Extension; Waiver. At any time prior to the Effective Time, the parties, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (i) extend the time for the performance of

any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement and (iii) waive compliance with any of the agreements or conditions contained in this Agreement;provided,however, that after any approval of the transactions contemplated by this Agreement by the shareholders of ~~Unizan~~Sky and stockholders of Huntington, there may not be, without further approval of such shareholders or stockholders, as applicable, any extension or waiver of this Agreement or any portion hereof that ~~reduces~~changes the amount or ~~changes the~~ form of the consideration to be delivered to the holders of ~~Unizan~~Sky Common Stock under this Agreement, other than as contemplated by this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.1Closing. On the terms and subject to conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. on a date and at a place to be specified by the parties, which date shall be no later than five business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth inArticle VII (other than those conditions that by their nature are to be satisfied or waived at the Closing), unless extended by mutual agreement of the parties (the “Closing Date”).

9.2Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for~~Sections 6.8~~Articles I,II andIX andSections 6.7, 6.8,6.9 and6.15.

9.3Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expense;provided,however, that the costs and expenses of printing and mailing the Joint Proxy Statement, and all filing and other fees paid to the SEC in connection with the Merger, shall be borne equally by ~~Unizan~~Sky and Huntington.

9.4Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

9.5Interpretation. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to aan Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The ~~Unizan~~Sky Disclosure Schedule and the Huntington Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable law.

9.6Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.

9.7Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Confidentiality Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement.

9.8Governing ~~Law~~Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the internal laws of the State of Ohio applicable to contracts made and wholly-performed within such state, without regard to any applicable conflicts of law ~~principles.~~principles, except to the extent the laws of the State of Maryland apply. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in Columbus, Ohio, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided inSection 9.4 shall be deemed effective service of process on such party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.9Publicity. Neither ~~Unizan~~Sky nor Huntington shall, and neither ~~Unizan~~Sky nor Huntington shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the prior consent (which consent shall not be unreasonably withheld) of Huntington, in the case of a proposed announcement or statement by ~~Unizan,~~Sky, or ~~Unizan,~~Sky, in the case of a proposed announcement or statement by Huntington;provided,however, that either party may, without the prior consent of the other party (but after prior consultation with the other party to the extent practicable under the circumstances) issue or cause the publication of any press release or other public announcement to the extent required by law or by the rules and regulations of the Nasdaq.

9.10Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by either of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. Except as otherwise specifically provided inSection 6.8, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement.

9.11Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an Injunction or Injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in Columbus, Ohio, in addition to any other remedy to which they are entitled at law or in equity.

IN WITNESS WHEREOF, ~~Unizan~~Huntington Bancshares Incorporated, Penguin Acquisition, LLC and ~~Huntington~~Sky Financial Group, Inc. have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

~~I have been advised that as~~Members of the ~~date hereof I may~~Board of Directors:

We understand that Huntington Bancshares Incorporated (the “Company”) intends to enter into a transaction (the “Proposed Transaction”) with Sky Financial Group, Inc. (“SKYF”) pursuant to which, among other things, SKYF will be ~~deemed to be an “affiliate” of Unizan Financial Corp., an Ohio corporation (~~~~“Unizan”~~~~), as the term “affiliate” is defined for purposes of paragraphs (c)~~merged with and ~~(d) of Rule 145~~into Penguin Acquisition, LLC, a wholly owned subsidiary of the ~~Rules~~Company (“Merger Sub”), with Merger Sub surviving the merger. We further understand that upon the effectiveness of the merger, each share of common stock of SKYF (“SKYF Common Stock”) issued and ~~Regulations (the~~~~“Rules~~outstanding immediately prior to the effective time of the merger (other than certain shares of SKYF Common Stock held in trust and ~~Regulations~~those owned directly or indirectly by the parties to the Proposed Transaction) will be converted into the right to receive (i) 1.098 shares of common stock of the Company (“Company Common Stock”) and (ii) an amount in cash equal to $3.023. The terms and conditions of the ~~Securities and Exchange Commission (the~~~~“Commission”~~~~) under the Securities Act of 1933, as amended (the “~~~~Act~~~~”). I have been further advised that pursuant to the terms of~~Proposed Transaction are set forth in more detail in the Agreement and Plan of Merger dated as of ~~January 27, 2004 (the~~~~“Merger Agreement”~~),December 20, 2006, by and ~~between~~among the Company, Merger Sub and SKYF (the “Agreement”).

We have been requested by the Board of Directors of the Company to render our opinion with respect to the fairness, from a financial point of view, to the Company of the consideration to be paid by the Company in the Proposed Transaction. We have not been requested to opine as to, and our opinion does not in any manner address, the Company’s underlying business decision to proceed with or effect the Proposed Transaction.

In arriving at our opinion, we reviewed and analyzed: (1) the Agreement and the specific terms of the Proposed Transaction, (2) publicly available information concerning the Company and SKYF that we believe to be relevant to our analysis, including each of their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2006, (3) financial and operating information with respect to the business, operations and prospects of the Company, furnished to us by the Company, and of SKYF, furnished to us by SKYF, including financial projections of the Company prepared by the management of the Company and of SKYF prepared by the management of SKYF, (4) published estimates of independent research analysts with respect to the future financial performance of each of the Company and SKYF (as applicable to each company, the “Street Estimates”), (5) the trading history of each of Company Common Stock and SKYF Common Stock from December 16, 2005 to December 19, 2006 and a comparison of such trading history with each other and with those of other companies that we deemed relevant, (6) a comparison of the historical financial results and present financial condition of the Company and SKYF with each other and with those of other companies that we deemed relevant, (7) a comparison of the financial terms of the Proposed Transaction with the financial terms of certain other recent transactions that we deemed relevant, (8) the relative contributions of the Company and SKYF to the historical and future financial condition and performance of the combined company on a pro forma basis, and (9) the potential pro forma impact on the Company of the Proposed Transaction, including (x) the cost savings expected by the management of the Company to result from the combination of the businesses of the Company and SKYF (the “Expected Savings”) and (y) the effect of the Proposed Transaction on the Company’s pro forma earnings per share. In addition, we have had discussions with the managements of the Company and SKYF concerning their respective businesses, operations, assets, liabilities, financial conditions and prospects and the Expected Savings and undertaken such other studies, analyses and investigations as we deemed appropriate.

In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us without assuming any responsibility for independent verification of such information and have further relied upon the assurances of management of the Company and SKYF that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of the Company and SKYF, upon advice of each of the Company and SKYF, we have assumed that such projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the respective managements as to the future financial performance of the companies. However, for purposes of our analysis, upon advice of the Company, we have assumed that the Street Estimates of each company are a reasonable basis upon which to evaluate their respective future financial performance and have relied upon such Street Estimates in arriving at our opinion. Additionally, upon advice of the Company, we also have assumed that the amount and timing of the Expected Savings are reasonable and that the Expected Savings will be realized substantially in accordance with the Company’s expectations. In arriving at our opinion, we have not conducted a physical inspection of the properties and facilities of the Company or SKYF and have not made or obtained any evaluations or appraisals of the assets or liabilities of the Company or SKYF. In addition, we are not experts in the evaluation of loan portfolios or allowances for loan losses and, upon advice of the Company, we have assumed that SKYF’s current allowances for loan losses will be in the aggregate adequate to cover all such losses. Our opinion necessarily is based upon market, economic and other conditions as they exist on, and can be evaluated as of, the date of this letter.

In addition, we express no opinion as to the prices at which shares of SKYF Common Stock will trade at any time following the announcement of the Proposed Transaction or of Company Common Stock at any time following the announcement or consummation of the Proposed Transaction.

Based upon and subject to the foregoing, we are of the opinion as of the date hereof that, from a financial point of view, the consideration to be paid by the Company in the Proposed Transaction is fair to the Company.

We have acted as financial advisor to the Company in connection with the Proposed Transaction and will receive a fee for our services, a portion of which is payable upon the delivery of this opinion and the remainder of which is contingent upon the consummation of the Proposed Transaction. In addition, the Company has agreed to indemnify us for certain liabilities that may arise out of the rendering of this opinion. We also have performed various investment banking services for the Company and SKYF in the past, and expect to continue to provide such services in the future, and have received, and expect to receive, customary fees for such services. In the ordinary course of our business, we actively trade in the debt and equity securities of the Company and SKYF for our own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities.

This opinion is for the use and benefit of the Board of Directors of the Company and is rendered to the Board of Directors in connection with its consideration of the Proposed Transaction. This opinion is not intended to be and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the Proposed Transaction.

We understand that Huntington Bancshares Incorporated (“Huntington”), Penguin Acquisition, LLC, a ~~Maryland corporation (~~~~“Huntington”~~wholly owned subsidiary of Huntington (“Merger Sub”), and ~~Unizan, Unizan shall~~Sky Financial Group, Inc. (“Sky”), intend to enter into an Agreement and Plan of Merger to be ~~merged~~dated as of December 20, 2006 (the “Agreement”) pursuant to which Sky will merge with and into ~~Huntington~~Merger Sub (the~~“Merger”~~ “Merger”). Upon the terms and subject to the conditions set forth in the Agreement, pursuant to the Merger each outstanding share of ~~the~~ common stock, without par value, of ~~Unizan (~~~~“Unizan~~Sky (the “Sky Common Stock”) ~~shall~~will be converted into the right to receive ~~1.1424~~(i) 1.098 shares of common stock, without par value, of Huntington (“(the “Huntington Common Stock”) and (ii) an amount in cash equal to $3.023, without interest (together, such stock consideration and such cash consideration are referred to herein as the “Merger Consideration”). You have provided us with a copy of the Agreement in substantially final form.

You have asked us to render our opinion as to whether the Merger Consideration is fair, from a financial point of view, to Huntington.

In the course of performing our review and analyses for rendering this opinion, we have:

reviewed a draft of the Agreement, dated December 20, 2006;

reviewed Huntington’s Annual Reports to Shareholders and Annual Reports on Form 10-K for the years ended December 31, 2003, 2004 and 2005, its Quarterly Reports on Form l0-Q for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006 and its Current Reports on Form 8-K filed since December 31, 2005;

reviewed Sky’s Annual Reports to Shareholders and Annual Reports on Form 10-K for the years ended December 31, 2003, 2004 and 2005, its Quarterly Reports on Form l0-Q for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006 and its Current Reports on Form 8- K filed since December 31, 2005;

reviewed certain operating and financial information relating to Huntington’s business and prospects, including estimates for the year ended December 31, 2007, all as prepared and provided to us by Huntington’s management;

reviewed certain operating and financial information relating to Sky’s business and prospects, including estimates for the year ended December 31, 2007, all as prepared and provided to us by Sky’s management;

reviewed certain estimates of cost savings and other combination benefits expected to result from the Merger, all as prepared and provided to us by Huntington’s management;

met with certain members of Huntington’s senior management to discuss Huntington’s and Sky’s respective businesses, operations, historical and projected financial results and future prospects;

met with certain members of Sky’s senior management to discuss Sky’s business, operations, historical and projected financial results and future prospects;

reviewed the historical prices, trading multiples and trading volumes of the shares of Huntington Common ~~Stock”~~~~). All~~Stock and Sky Common Stock;

reviewed publicly available financial data, Stock Market performance data and trading multiples of companies which we deemed generally comparable to Huntington and Sky;

reviewed the terms ~~used~~of recent mergers and acquisitions involving companies which we deemed generally comparable to Sky;

reviewed the pro forma financial results, financial condition and capitalization of Huntington giving effect to the Merger; and

conducted such other studies, analyses, inquiries and investigations as we deemed appropriate.

We have relied upon and assumed, without independent verification, the accuracy and completeness of the financial and other information provided to or discussed with us by Huntington and Sky or obtained by us from public sources, including, without limitation, the estimates and synergy estimates referred to above. With respect to the estimates and synergy estimates, we have relied on representations that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of each of Huntington and Sky, respectively, as to the expected future performance of Huntington and Sky. We have not assumed any responsibility for the independent verification of any such information, including, without limitation, the estimates and synergy estimates, and we have further relied upon the assurances of the senior management of each of Huntington and Sky that they are unaware of any facts that would make the information, estimates or synergy estimates incomplete or misleading.

In arriving at our opinion, we have not performed or obtained any independent appraisal of the assets or liabilities (contingent or otherwise) of Huntington and Sky and we have not been furnished with any such appraisals. Accordingly, we did not make an independent evaluation of the adequacy of the allowance for loan and lease losses (“ALLL”) for Huntington and Sky, nor have we conducted any review of the credit files of Huntington or Sky and, as a result, we have assumed that the respective ALLL for Huntington and Sky are adequate to cover such future loan and lease losses and will be adequate on a pro forma basis for the combined company. We have assumed that the Merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. We have assumed that the Merger will be consummated in a timely manner and in accordance with the terms of the Agreement without any limitations, restrictions, conditions, amendments or modifications, regulatory or otherwise, that collectively would have a material effect on Huntington, Merger Sub or Sky. In addition, we have assumed that Sky has no contingent liabilities resulting from its acquisition of Union Federal Bank of Indianapolis and its parent company, Waterfield Mortgage Company, Inc.

We do not express any opinion as to the price or range of prices at which the shares of Huntington Common Stock and Sky Common Stock may trade subsequent to the announcement or consummation of the Merger.

We have acted as a financial advisor to Huntington in connection with the Merger and will receive a customary fee for such services, a substantial portion of which is contingent on successful consummation of the Merger. In addition, Huntington has agreed to reimburse certain of our expenses and to indemnify us against certain liabilities arising out of our engagement. We also may provide financing for the Merger to Huntington, for which we would expect to receive customary compensation. Bear Stearns has been previously engaged by Huntington to provide certain investment banking and other services for which we received customary fees. In the ordinary course of business, Bear Stearns and its affiliates may actively trade the equity and debt securities and/or bank debt of Huntington and/or Sky for our own account and for the account of our customers and, accordingly, may at any time bold a long or short position in such securities or bank debt.

It is understood that this letter ~~but~~is intended for the benefit and use of the Board of Directors of Huntington and does not ~~defined herein shall have~~constitute a recommendation to the ~~meanings ascribed thereto in the Merger Agreement.~~

~~I represent, warrant and covenant to~~Board of Directors of Huntington ~~that in the event I receive~~or any holders of Huntington Common Stock as ~~a result~~to how to vote in connection with the Merger or otherwise. This opinion does not address Huntington’s underlying business decision to pursue the Merger, the relative merits of the ~~Merger:~~

~~(a) I shall~~Merger as compared to any alternative business strategies that might exist for Huntington, the financing of the Merger or the effects of any other transaction in which Huntington might engage. This letter is not ~~make~~to be used for any ~~sale, transfer~~other purpose, or ~~other disposition~~be reproduced, disseminated, quoted from or referred to at any time, in whole or in part, without our prior written consent; provided, however, that this letter may be included in its entirety in any proxy statement to be distributed to the holders of Huntington Common Stock in ~~violation~~connection with the Merger. Our opinion is subject to the assumptions and conditions contained herein and is necessarily based on economic, market and other conditions, and the information made available to us, as of the ~~Act~~date hereof. We assume no responsibility for updating or ~~the Rules and Regulations.~~

~~(b) I have carefully read this letter and the Merger Agreement and discussed its requirements and other applicable limitations upon my ability to sell, transfer~~revising our opinion based on circumstances or ~~otherwise dispose of Huntington Common Stock to the extent I believed necessary with my counsel or counsel for Unizan.~~

(c) I have been advised that the issuance of Huntington Common Stock to me pursuant to the Merger will be registered with the Commission under the Act on a Registration Statement on Form S-4. However, I have also been advised that, since at the time the Merger will be submitted for a vote of the shareholders of Unizan I may be deemed to have been an affiliate of Unizan and the distribution by me of Huntington Common Stock has not been registered under the Act, I may not sell, transfer or otherwise dispose of Huntington Common Stock issued to me in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or other disposition is made in conformity with the volume and other limitations of Rule 145 promulgated by the Commission under the Act, or (iii) in the opinion of counsel reasonably acceptable to Huntington, such sale, transfer or other disposition is otherwise exempt from registration under the Act.

(d) I understand that Huntington is under no obligation to register the sale, transfer or other disposition of Huntington Common Stock by me or on my behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available.

(e) I also understand that stop transfer instructions will be given to Huntington’s transfer agents with respect to Huntington Common Stock and that there will be placed on the certificates for Huntington Common Stock issued to me, or any substitutions therefor, a legend stating in substance:

“The securities represented by this certificate have been issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies and may only be sold or otherwise transferred in compliance with the requirements of Rule 145 or pursuant to a registration statement under said act or an exemption from such registration.”

(f) I also understand that unless the transfer by me of my Huntington Common Stock has been registered under the Act or is a sale made in conformity with the provisions of Rule 145, Huntington reserves the right to put the following legend on the certificates issued to my transferee:

“The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such shares in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares have been acquired by the holder not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 and may not be sold, pledged or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933.”

It is understood and agreed that the legends set forth above shall be removed by delivery of substitute certificates without such legend, and/or the issuance of a letter to Huntington’s transfer agent removing such stop transfer instructions, and the above restrictions on sale will cease to apply, if (A) one year (or such other period as may be required by Rule 145(d)(2) under the Securities Act or any successor thereto) shall have elapsed from the Closing Date and the provisions of such Rule are then available to me; or (B) if two years (or such other period as may be required by Rule 145(d)(3) under the Securities Act or any successor thereto) shall have elapsed from the Effective Date and the provisions of such Rule are then available to me; or (C) I shall have delivered to Huntington (i) a copy of a letter from the staff of the Commission, or an opinion of counsel in form and substance reasonably satisfactory to Huntington, or other evidence reasonably satisfactory to Huntington, to the effect that such legend and/or stop transfer instructions are not required for purposes of the Securities Act or (ii) reasonably satisfactory evidence or representations that the securities represented by such certificates are being or have been transferred in a transaction made in conformity with the provisions of Rule 145 under the Securities Act or pursuant to an effective registration under the Securities Act.

I recognize and agree that the foregoing provisions also apply to (i) my spouse, (ii) any relative of mine or my spouse occupying my home, (iii) any trust or estate in which I, my spouse or any such relative owns at least 10% beneficial interest or of which any of us serves as trustee, executor or in any similar capacity and (iv) any corporate or other organization in which I, my spouse or any such relative owns at least 10% of any class of equity securities or of the equity interest.

~~It is understood and agreed that this Letter Agreement shall terminate and be of no further force and effect if the Merger Agreement is terminated in accordance with its terms.~~

Execution of this letter should not be construed as an admission on my part that I am an “affiliate” of Unizan as described in the first paragraph of this letter or as a waiver of any rights I may have to object to any claim that I am such an affiliate on orevents occurring after the date hereof.

Based on and subject to the foregoing, it is our opinion that, as of ~~this letter.~~the date hereof the Merger Consideration is fair, from a financial point of view, to Huntington.

~~Unizan~~Sky Financial ~~Corporation~~Group, Inc. (“~~Unizan”~~Sky”), Huntington Bancshares Inc. (“Huntington”) and Penguin Acquisition, LLC, a wholly owned subsidiary of Huntington, ~~Bancshares Incorporated~~ (“~~Huntington”~~Merger Sub”) have entered into an Agreement and Plan of Merger, dated as of ~~January 27, 2004~~December 20, 2006 (the “Agreement”), pursuant to which ~~Unizan~~Sky will be merged with and into ~~Huntington~~Merger Sub (the “Merger”)., with Merger Sub as the surviving entity. Under the terms of the Agreement, upon consummation of the Merger, each share of ~~Unizan~~Sky common stock, without par value, issued and outstanding immediately prior to the Merger (the ~~“Unizan Shares”~~“Sky Common Stock”), ~~other than~~except for certain shares as specified in the Agreement, will be converted into the right to ~~receive 1.1424~~receive: (a) 1.098 shares (the ~~“Exchange Ratio”~~“Stock Consideration”) of common stock, without par value of Huntington ~~(together~~(the “Huntington Common Stock”) and (ii) an amount of cash in an amount equal to $3.023 (the “Cash Consideration” and together with the ~~preferred share purchase rights attached thereto issued pursuant to~~Stock Consideration, the ~~Rights Agreement, dated as~~“Merger Consideration”). Cash will be paid in lieu of ~~February 22, 1990, by and between Huntington and The Huntington National Bank, as successor to The Huntington Trust Company, N.A., as rights agent, as amended).~~fractional shares. The terms and conditions of the Merger are more fully set forth in the Agreement. Capitalized terms not defined in this opinion have the meanings given to them in the Agreement. You have requested our opinion as to the fairness, from a financial point of view, of the ~~Exchange Ratio~~Merger Consideration to the holders of ~~Unizan Shares.~~

Sandler O’Neill & Partners, L.P., as part of its investment banking business, is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. In connection with this opinion, we have reviewed, among other things: (i) the Agreement; (ii) certain publicly available financial statements and other historical financial information of ~~Unizan~~Sky that we deemed relevant; (iii) certain publicly available financial statements and other historical financial information of Huntington that we deemed relevant; (iv) ~~internal~~consensus financial ~~projections for Unizan~~estimates for the year ending December 31, ~~2004 prepared~~2006 as published by I/B/E/S; consensus financial estimates for the year ending December 31, 2007 as published by I/B/E/S and discussed with senior management of Sky and an estimated long term earnings per share growth rate provided by and ~~reviewed~~discussed with senior management of ~~Unizan;~~Sky for the years thereafter; (v) consensus earnings per share estimates for Huntington for the years ending December 31, ~~2004~~2006 and ~~2005~~2007 as published by I/B/E/S and ~~confirmed~~a long term earnings per share growth rate as published by I/B/E/S and discussed with senior management of Huntington; (vi) the pro forma financial impact of the Merger on Huntington, based on assumptions relating to transaction expenses, purchase accounting adjustments, ~~and~~ cost savings ~~reviewed with~~and other synergies estimated by the senior ~~managements~~management of ~~Unizan~~Sky and Huntington; (vii) ~~the relative contributions of assets, liabilities, equity and earnings of Unizan and Huntington to the resulting institution; (viii)~~ the publicly reported historical price and trading activity for ~~Unizan’s~~Sky’s and Huntington’s common stock, including a comparison of certain financial and ~~stock market~~Stock Market information for ~~Unizan~~Sky and Huntington with similar publicly available information for certain other companies the securities of which are publicly traded; ~~(ix)~~(viii) to the extent publicly available, the financial terms of certain recent business combinations in the commercial banking ~~industry, to the extent publicly available; (x)~~industry; (ix) the current market environment generally and the banking environment in particular; and ~~(xi)~~(x) such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant. We also discussed with certain members of senior management of ~~Unizan~~Sky the business, financial condition, results of operations and prospects of ~~Unizan~~Sky and held similar discussions with certain members of senior management of Huntington regarding the business, financial condition, results of operations and prospects of Huntington.

In performing our review, we have relied upon the accuracy and completeness of all of the financial information, projections, estimates and other information that was available to us from public sources, that was provided to us by ~~Unizan or~~Sky and Huntington or their respective representatives or that was otherwise reviewed by us

and have assumed such accuracy and completeness for purposes of rendering this opinion. We have further relied on the assurances of senior management of ~~Unizan~~Sky and Huntington that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. We have not been asked to and have not undertaken an independent verification of any of such information and we do not assume any responsibility or liability for the accuracy or

With respect to the financial estimates and the anticipated transaction costs, purchase accounting adjustments, expected cost savings and other synergies and other information prepared by and/or reviewed with the management of Sky and Huntington and used by Sandler O’Neill in its analyses, Sky’s and Huntington’s management confirmed to us that they reflected the best currently available estimates and judgments of the respective management with respect thereto. We did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of ~~Unizan~~Sky or Huntington or any of their subsidiaries, or the collectibility of any such assets, nor have we been furnished with any such evaluations or appraisals. We did not make an independent evaluation of the adequacy of the allowance for loan losses of ~~Unizan~~Sky or Huntington nor have we reviewed any individual credit files relating to ~~Unizan~~Sky or Huntington. We have assumed, with your consent, that the respective allowances for loan losses for both ~~Unizan~~Sky and Huntington are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. With respect to the financial projections for Unizan and the earnings per share estimates for Huntington and all projections of transaction costs, purchase accounting adjustments and expected cost savings prepared by and/or reviewed with the managements of Unizan and Huntington and used by Sandler O’Neill in its analyses, Sandler O’Neill assumed that they reflected the best currently available estimates and judgments of the respective managements of the respective future financial performances of Unizan and Huntington and that such performances will be achieved. We express no opinion as to such financial projections or the assumptions on which they are based. We have also assumed that there has been no material change in ~~Unizan’s or~~Sky’s and Huntington’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to us. We have assumed in all respects material to our analysis that ~~Unizan~~Sky and Huntington will remain as going concerns for all periods relevant to our analyses, that ~~all of the representations and warranties contained in the Agreement and all related agreements are true and correct, that~~ each party to ~~such agreements~~the Agreement will perform all of the covenants required to be performed by such party under ~~such agreements,~~the Agreement and that the conditions precedent in the Agreement are not waived and that the Merger will qualify as a tax-free reorganization for federal income tax purposes. ~~Finally, with your consent, we have relied upon the advice Unizan has received from its legal, accounting and tax advisors~~We express no opinion as to ~~all~~any of the legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Agreement.

Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof could materially affect this opinion. We have not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date hereof. We are expressing no opinion herein as to what the value of Huntington’s common stock will be when issued to ~~Unizan’s~~Sky’s shareholders pursuant to the Agreement or the prices at which ~~Unizan’s or~~Sky’s and Huntington’s common stock may trade at any time.

We have acted as ~~Unizan’s~~Sky’s financial advisor in connection with the Merger and will receive a fee for our services from Sky, a substantial portion of which is contingent upon consummation of the ~~Merger, and Unizan~~Merger. We will also receive a fee for rendering this opinion. Sky has also agreed to indemnify us against certain liabilities arising out of our engagement. WeIn the past, we have ~~also~~provided certain other investment banking services for Sky, most recently in connection with Sky’s acquisition of Waterfield Mortgage Company, and we have received ~~a fee~~compensation for ~~rendering this opinion.~~ such services. Furthermore, as we have advised you, certain principals of Sandler O’Neill are shareholders of Sky.

In the ordinary course of our business as a broker-dealer, we may purchase securities from and sell securities to ~~Unizan~~Sky and Huntington and their affiliates. We may also actively trade the ~~debt and/~~equity or ~~equity~~debt securities of ~~Unizan~~Sky and Huntington ~~and~~or their affiliates for our own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities.

Our opinion is directed to the Board of Directors of ~~Unizan~~Sky in connection with its consideration of the Merger and does not constitute a recommendation to any shareholder of ~~Unizan~~Sky as to how such shareholder should vote at any meeting of shareholders called to consider and vote upon the Merger. Our opinion is directed only to the fairness, ~~of the Exchange Ratio to Unizan shareholders~~ from a financial point of view, of the Merger Consideration to holders of Sky Common Stock and does not address the underlying business decision of ~~Unizan~~Sky to engage in the Merger, the relative merits of the Merger as compared to any other alternative ~~transactions or~~ business strategies that might exist for ~~Unizan~~Sky or the effect of any other

transaction in which ~~Unizan~~Sky might engage. Our opinion is not to be quoted or referred to, in whole or in part, in a registration statement, prospectus, proxy statement or in any other document, nor shall this opinion be

used for any other purposes, without Sandler O’Neill’s prior written ~~consent;~~~~provided~~,~~however~~~~, that we hereby~~ consent, ~~to the inclusion of this opinion as an appendix to the Proxy Statement/Prospectus of Unizan and Huntington dated the date hereof and to the references to this opinion therein.~~

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, ~~that~~ the ~~Exchange Ratio~~Merger Consideration is fair to the holders of ~~Unizan Shares~~Sky’s Common Stock from a financial point of view.

The Bylaws of Huntington as of the Effective Time shall be amended to include the following new Article 2,Section 2.11:

(a) The Board of Directors has resolved that, as of the Effective Time (as defined in the Agreement and Plan of Merger, dated December 20, 2006, by and among the Corporation, Penguin Acquisition, LLC, a Maryland limited liability company and wholly owned subsidiary of the Corporation and Sky Financial Group, Inc. (“Sky”), as may be amended from time to time (the “Merger Agreement”)) and continuing until the CEO Succession Date (as defined below), Mr. Thomas E. Hoaglin shall serve as Chairman and Chief Executive Officer of the Corporation and Mr. Marty E. Adams shall serve as President and Chief Operating Officer of the Corporation. Mr. Adams shall be the successor to Mr. Hoaglin as the Chief Executive Officer of the Corporation, with such succession to become effective on the CEO Succession Date.

(b) As of the Effective Time (as such term is defined in the Merger Agreement), the number of directors that will comprise the full Board of Directors of the Corporation shall be 15, and 10 of such directors shall be Huntington Directors and 5 of such directors shall be Sky Directors.

(c) Until the CEO Succession Date, the provisions of thisSection 2.11 may only be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of thisSection 2.11 may only be adopted, by an affirmative vote of at least 75 percent of the number of directors constituting the whole board. In the event of any inconsistency between any other provision of these Bylaws and any provision of thisSection 2.11, the provisions of thisSection 2.11 shall control.

The “CEO Succession Date” shall mean December 31, 2009 or any such earlier date as of which Mr. Thomas E. Hoaglin ceases for any reason to serve in the position of Chief Executive Officer of the Corporation.

“Huntington Directors” shall mean the directors of the Corporation as of the Closing Date, as defined in the Merger Agreement, who were designated to be directors of the Corporation prior to the Effective Time pursuant to Section 1.8 of the Merger Agreement.

“Sky Directors” shall mean the directors of Corporation as of the Closing Date as defined in the Merger Agreement who were designated to be directors of the Corporation by the Board of Directors of Sky prior to the Effective Time pursuant to Section 1.8 of the Merger Agreement.

~~1701.85~~ Qualifications of and procedures for dissenting ~~shareholders~~shareholders:

(A)(1) A shareholder of a domestic corporation is entitled to relief as a dissenting shareholder in respect of the proposals described in ~~Section~~sections 1701.74, 1701.76, and 1701.84 of the Revised Code, only in compliance with this section.

(2) If the proposal must be submitted to the shareholders of the corporation involved, the dissenting shareholder shall be a record holder of the shares of the corporation as to which hethe dissenting shareholder seeks relief as of the date fixed for the determination of shareholders entitled to notice of a meeting of the shareholders at which the proposal is to be submitted, and such shares shall not have been voted in favor of the proposal. Not later than ten days after the date on which the vote on the proposal was taken at the meeting of the shareholders, the dissenting shareholder shall deliver to the corporation a written demand for payment to ~~him~~the dissenting shareholder of the fair cash value of the shares as to which hethe dissenting shareholder seeks relief, which demand shall state ~~his~~the dissenting shareholder’s address, the number and class of such shares, and the amount claimed by ~~him~~the dissenting shareholder as the fair cash value of the shares.

(3) The dissenting shareholder entitled to relief under division (C) of ~~Section~~section 1701.84 of the Revised Code in the case of a merger pursuant to ~~Section~~section 1701.80 of the Revised Code and a dissenting shareholder entitled to relief under division (E) of ~~Section~~section 1701.84 of the Revised Code in the case of a merger pursuant to ~~Section~~section 1701.801 of the Revised Code shall be a record holder of the shares of the corporation as to which hethe dissenting shareholder seeks relief as of the date on which the agreement of merger was adopted by the directors of that corporation. Within twenty days after hethe dissenting shareholder has been sent the notice provided in ~~Section~~section 1701.80 or 1701.801 of the Revised Code, the dissenting shareholder shall deliver to the corporation a written demand for payment with the same information as that provided for in division (A)(2) of this section.

(4) In the case of a merger or consolidation, a demand served on the constituent corporation involved constitutes service on the surviving or the new entity, whether the demand is served before, on, or after the effective date of the merger or consolidation.

In the case of a conversion, a demand served on the converting corporation constitutes service on the converted entity, whether the demand is served before, on, or after the effective date of the conversion.

(5) If the corporation sends to the dissenting shareholder, at the address specified in ~~his~~the dissenting shareholder’s demand, a request for the certificates representing the shares as to which hethe dissenting shareholder seeks relief, the dissenting shareholder, within fifteen days from the date of the sending of such request, shall deliver to the corporation the certificates requested so that the corporation may ~~forthwith~~ endorse on them a legend to the effect that demand for the fair cash value of such shares has been made. The corporation promptly shall return ~~such~~the endorsed certificates to the dissenting shareholder. A dissenting shareholder’s failure to deliver ~~such~~the certificates terminates ~~his~~the dissenting shareholder’s rights as a dissenting shareholder, at the option of the corporation, exercised by written notice sent to the dissenting shareholder within twenty days after the lapse of the fifteen-day period, unless a court for good cause shown otherwise directs. If shares represented by a certificate on which such a legend has been endorsed are transferred, each new certificate issued for them shall bear a similar legend, together with the name of the original dissenting holder of ~~such~~the shares. Upon receiving a demand for payment from a dissenting shareholder who is the record holder of uncertificated securities, the corporation shall make an appropriate notation of the demand for payment in its shareholder records. If uncertificated shares for which payment has been demanded are to be transferred, any new certificate issued for the shares shall bear the legend required for certificated securities as provided in this paragraph. A transferee of the shares so endorsed, or of uncertificated securities where such notation has been made, acquires only ~~such~~the rights in the corporation as the original dissenting holder of such shares had immediately after the service of a demand for payment of the fair cash value of the shares. A request under this paragraph by the corporation is not an admission by the corporation that the shareholder is entitled to relief under this section.

(B) Unless the corporation and the dissenting shareholder have come to an agreement on the fair cash value per share of the shares as to which the dissenting shareholder seeks relief, the dissenting shareholder or the corporation, which in case of a merger or consolidation may be the surviving or new entity, or in the case of a conversion may be the converted entity, within three months after the service of the demand by the dissenting shareholder, may file a complaint in the court of common pleas of the county in which the principal office of the corporation that issued the shares is located or was located when the proposal was adopted by the shareholders of the corporation, or, if the proposal was not required to be submitted to the shareholders, was approved by the directors. Other dissenting shareholders, within that three-month period, may join as plaintiffs or may be joined as defendants in any such proceeding, and any two or more such proceedings may be consolidated. The complaint shall contain a brief statement of the facts, including the vote and the facts entitling the dissenting shareholder to the relief demanded. No answer to ~~such~~ a complaint is required. Upon the filing of ~~such~~ a complaint, the court, on motion of the petitioner, shall enter an order fixing a date for a hearing on the complaint and requiring that a copy of the complaint and a notice of the filing and of the date for hearing be given to the respondent or defendant in the manner in which summons is required to be served or substituted service is required to be made in other cases. On the day fixed for the hearing on the complaint or any adjournment of it, the court shall determine from the complaint and from ~~such~~ evidence ~~as is~~ submitted by either party whether the dissenting shareholder is entitled to be paid the fair cash value of any shares and, if so, the number and class of such shares. If the court finds that the dissenting shareholder is so entitled, the court may appoint one or more persons as appraisers to receive evidence and to recommend a decision on the amount of the fair cash value. The appraisers have ~~such~~ power and authority ~~as is~~ specified in the order of their appointment. The court thereupon shall make a finding as to the fair cash value of a share and shall render judgment against the corporation for the payment of it, with interest at ~~such~~a rate and from ~~such~~a date as the court considers equitable. The costs of the proceeding, including reasonable compensation to the appraisers to be fixed by the court, shall be assessed or apportioned as the court considers equitable. The proceeding is a special proceeding and final orders in it may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. If, during the pendency of any proceeding instituted under this section, a suit or proceeding is or has been instituted to enjoin or otherwise to prevent the carrying out of the action as to which the shareholder has dissented, the proceeding instituted under this section shall be stayed until the final determination of the other suit or proceeding. Unless any provision in division (D) of this section is applicable, the fair cash value of the shares that is agreed upon by the parties or fixed under this section shall be paid within thirty days after the date of final determination of such value under this division, the effective date of the amendment to the articles, or the consummation of the other action involved, whichever occurs last. Upon the occurrence of the last such event, payment shall be made immediately to a holder of uncertificated securities entitled to ~~such~~ payment. In the case of holders of shares represented by certificates, payment shall be made only upon and simultaneously with the surrender to the corporation of the certificates representing the shares for which the payment is made.

(C) If the proposal was required to be submitted to the shareholders of the corporation, fair cash value as to those shareholders shall be determined as of the day prior to the day on which the vote by the shareholders was taken and, in the case of a merger pursuant to ~~Section 1701.80~~section 1701. 80 or ~~Section~~ 1701.801 of the Revised Code, fair cash value as to shareholders of a constituent subsidiary corporation shall be determined as of the day before the adoption of the agreement of merger by the directors of the particular subsidiary corporation. The fair cash value of a share for the purposes of this section is the amount that a willing seller who is under no compulsion to sell would be willing to accept and that a willing buyer who is under no compulsion to purchase would be willing to pay, but in no event shall the fair cash value of a share exceed the amount specified in the demand of the particular shareholder. In computing ~~such~~ fair cash value, any appreciation or depreciation in market value resulting from the proposal submitted to the directors or to the shareholders shall be excluded.

(D)(1) The right and obligation of a dissenting shareholder to receive ~~such~~ fair cash value and to sell such shares as to which hethe dissenting shareholder seeks relief, and the right and obligation of the corporation to purchase such shares and to pay the fair cash value of them terminates if any of the following applies:

(a) The dissenting shareholder has not complied with this section, unless the corporation by its directors waives such failure;

(b) The corporation abandons the action involved or is finally enjoined or prevented from carrying it out, or the shareholders rescind their adoption of the action involved;

(c) The dissenting shareholder withdraws ~~his~~the dissenting shareholder’s demand, with the consent of the corporation by its directors;

(d) The corporation and the dissenting shareholder have not come to an agreement as to the fair cash value per share, and neither the shareholder nor the corporation has filed or joined in a complaint under division (B) of this section within the period provided in that division.

(2) For purposes of division (D)(1) of this section, if the merger, consolidation, or ~~consolidation~~conversion has become effective and the surviving, new, or ~~new~~converted entity is not a corporation, action required to be taken by the directors of the corporation shall be taken by the ~~general~~ partners of a surviving, new, or ~~new~~converted partnership or the comparable representatives of any other surviving, new, or ~~new~~converted entity.

(E) From the time of the dissenting shareholder’s giving of the demand until either the termination of the rights and obligations arising from it or the purchase of the shares by the corporation, all other rights accruing from such shares, including voting and dividend or distribution rights, are suspended. If during the suspension, any dividend or distribution is paid in money upon shares of such class or any dividend, distribution, or interest is paid in money upon any securities issued in extinguishment of or in substitution for such shares, an amount equal to the dividend, distribution, or interest which, except for the suspension, would have been payable upon such shares or securities, shall be paid to the holder of record as a credit upon the fair cash value of the shares. If the right to receive fair cash value is terminated other than by the purchase of the shares by the corporation, all rights of the holder shall be restored and all distributions which, except for the suspension, would have been made shall be made to the holder of record of the shares at the time of termination.

(2006 H 301, eff. 10-12-06; 1994 S 74, eff. 7-1-94; 1988 H 708, eff. 4-19-88; 1986 H 428, H 412, H 902; 1984 S 283, H 250; 1974 S 155; 1970 S 158)

The Registrant’s ~~Articles of Incorporation, as amended, provide~~charter provides that it shall indemnify its directors to the fullest extent under the general laws of the State of Maryland now or hereafter in force, including the advance of expenses to directors subject to procedures provided by such ~~laws;~~laws, its officers to the same extent it shall indemnify its ~~directors;~~directors, and its officers who are not directors to such further extent as shall be authorized by the Board of Directors and be consistent with Maryland law.

Section 2-418 of the Maryland ~~general corporation law~~General Corporation Law provides, in substance, that a corporation may indemnify any present or former director or officer or any individual who, while a director or officer of the corporation and at the request of the corporation, has served another enterprise as a director, officer, partner or trustee who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding, unless it is proved that the act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or the director or officer actually received an improper personal benefit in money, property, or services; or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Notwithstanding the above, a director or officer may not be indemnified in respect of any proceeding, by or in the right of the corporation, in which such director or officer shall have been adjudged liable to the corporation or in respect of any proceeding charging improper receipt of a personal benefit.

Termination of any proceeding by judgment, order or settlement does not create a presumption that the director or officer did not meet the requisite standard of conduct. Termination of any proceeding by conviction, plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct. Indemnification is not permitted unless authorized for a specific proceeding, after a determination that indemnification is permissible because the requisite standard of conduct has been met (1) by a majority of a quorum of directors not at the time parties to the proceeding (or a majority of a committee of ~~two~~one or more such directors designated by the full board); (2) by special legal counsel selected by the board of directors; or (3) by the ~~stockholders.~~

shareholders (other than shareholders who are also directors or officers who are parties).

Section 2-418 provides that a present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding shall be indemnified against reasonable expenses incurred by the director or officer in connection with the proceeding. A court of appropriate jurisdiction upon application of a director or officer and such notice as the court shall require may order indemnification in the following circumstances: (1) if it determines a director or officer is entitled to reimbursement pursuant to a director’s or officer’s success, on the merits or otherwise, in the defense of any proceeding, the court shall order indemnification, in which case the director or officer shall be entitled to recover the expenses of securing such reimbursement; or (2) if it determines that a director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability shall have been adjudged in the case of a proceeding charging improper personal benefit to the director or officer, shall be limited to expenses.

The reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of both a written affirmation by the director or officer of his good faith belief that the standard of conduct necessary for indemnification by the corporation has been met, and a written undertaking by or on behalf of the director or officer to repay the amount if it shall be ultimately determined that the standard of conduct has not been met.

The indemnification and advancement of expenses provided or authorized by Section 2-418 are not exclusive of any other rights to which a director or officer may be entitled both as to action in his official capacity and as to action in another capacity while holding such office.

Pursuant to Section 2-418, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who, while serving in such capacity, is or was at the request of the corporation serving as a director, officer, partner, trustee, employee or agent of another corporation or legal entity or of an employee benefit plan, against liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the corporation would have the power to indemnify against liability under Section 2-418. A corporation may provide similar protection, including a trust fund, letter of credit or surety bond, which is not inconsistent with Section 2-418. A subsidiary or an affiliate of the corporation may provide the insurance or similar protection.

Subject to certain exceptions, the directors and officers of the Registrant and its affiliates are insured ~~to the extent of 100% of loss up to a maximum of $40,000,000~~ (subject to certain maximum amounts and deductibles) in each policy year because of any claim or claims made against them by reason of their wrongful acts while acting in their capacities as such directors or officers ~~and up to a maximum of $40,000,000 (subject to certain deductibles) in each policy year because of any claim~~ or ~~claims made against them by reason of their wrongful acts~~ while acting in their capacities as fiduciaries in the administration of certain of the Registrant’s employee benefit programs. The Registrant is insured, subject to certain retentions and exceptions, to the extent it shall have indemnified the directors and officers for such loss.

(a) Exhibits.The following is a list of Exhibits to this Registration Statement:

Included in Part I as Appendix B, C and D to the joint proxy statement/prospectus included in this Registration Statement.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the Registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(6) That every prospectus (i) that is filed pursuant to paragraph (5) above, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to this registration statement and will not be used until such amendment has become effective, and that for the purpose of determining liabilities under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(8) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Form S-4 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Columbus, ~~state~~State of Ohio, on ~~March 15, 2004.~~February 26, 2007.

Each person whose signature appears below hereby constitutes and appoints the Chairman, the Chief Financial Officer or the Secretary, or any of them, acting alone, as his true and lawful attorney-in-fact, with full power and authority to execute in the name, place and stead of each such person in any and all capacities and to file, an amendment or amendments to the Registration Statement (and all exhibits thereto) and any documents relating thereto, including post-effective amendments to the Registration Statement, which amendments may make such changes in the Registration Statement as said officer or officers so acting deem(s) advisable.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-4 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Title of each class of securities to be registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price Per Share of Common Stock	Proposed Maximum Aggregate Offering Price⁽²⁾		Amount of Registration Fee⁽³⁾		Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price Per Share of Common Stock	Proposed Maximum Aggregate Offering Price⁽²⁾		Amount of Registration Fee⁽³⁾

Common stock, no par value	26,515,104	N/A	$	592,551,300	$	75,076.25	136,298,014	N/A	$	3,184,879,919	$	97,776




Sincerely,	Sincerely,

	R~~OGER~~ ~~L. MANN~~Thomas E. Hoaglin Chairman, President and Chief Executive Officer ~~Unizan~~Huntington Bancshares Incorporated	Marty E. Adams Chairman, President and Chief Executive Officer Sky Financial ~~Corp.~~Group, Inc.


~~APPENDICES:~~

APPENDIX A

Agreement and Plan of Merger, dated as of ~~January 27, 2004,~~December 20, 2006, by and ~~between~~among Huntington Bancshares Incorporated, Penguin Acquisition, LLC and ~~Unizan~~Sky Financial ~~Corp.~~Group, Inc.		A-1

APPENDIX B

Opinion of ~~Sandler O’Neill & Partners, L.P.~~Lehman Brothers Inc.		B-1

APPENDIX C
Opinion of Bear, Stearns & Co. Inc.		C-1

APPENDIX D
Opinion of Sandler O’Neill & Partners, L.P.		D-1

APPENDIX E
Amendment to the Huntington Bylaws		E-1

APPENDIX F
Section 1701.85 of the Ohio General Corporation Law		~~C-1~~F-1

APPENDIX G
The 2007 Stock and Long-Term Incentive Plan		G-1

APPENDIX H
First Amendment to the Management Incentive Plan		H-1


if you are a Huntington shareholder:		if you are a Sky shareholder:

Morrow & Co., Inc. 470 West Avenue Stamford, CT 06902 Telephone (toll-free): (800) 807-8896 Telephone (banks/brokers): (203) 658-9400		Georgeson Inc. 17 State Street, 10^th Floor New York, NY 10004 Telephone (toll-free): (866) 835-0722 Telephone (banks/brokers): (212) 440-9800


PNC Financial Services / Mercantile Bankshares Corp.*		National City Corp. / Fidelity Bankshares Inc.
National City Corp. / Harbor Florida Bancshares Inc.		Citizens Banking Corp. / Republic Bancorp Inc.*
Banco Bilbao Vizcaya Argent SA / Texas Regional Bancshares Inc.		Sovereign Bancorp Inc. / Independence Community Bank Corp.*
TD Banknorth Inc. / Hudson United Bancorp*		Zions Bancorp. / Amegy Bancorp Inc.
BNP Paribas Group / Commercial Federal Corp.*		Capital One Financial Corp. / Hibernia Corp.
TD Bank Financial Group / Banknorth Group Inc.*		Fifth Third Bancorp / First National Bankshares of Florida, Inc.
SunTrust Banks Inc. / National Commerce Financial Corp.		Royal Bank of Scotland Group / Charter One Financial*
BNP Paribas Group / Community First Bankshares*		National City Corp. / Provident Financial*
North Fork Bancorp / GreenPoint Financial Corp.*		Sovereign Bancorp Inc. / Seacoast Financial Services*


	Huntington Common Stock		Unizan Common Stock		Implied Value per Share of Unizan Common Stock
At January 26, 2004	$	23.10	$	22.95	$	26.39
At [*], 2004	$	[*]	$	[*]	$	[*]


		Page
QUESTIONS AND ANSWERS ~~ABOUT VOTING PROCEDURES FOR THE UNIZAN SPECIAL MEETING~~		1
	iv
SUMMARY		3
	1
~~SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF HUNTINGTON~~The Merger and the Merger Agreement		8
	1
~~SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF UNIZAN~~The Merger		9
	1
~~COMPARATIVE PER SHARE DATA~~Form of Merger		10
	1
~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS~~Consideration to be Received in the Merger; Treatment of Stock Options		11
	1
~~THE UNIZAN SPECIAL MEETING~~		12

~~Matters to Be Considered~~		12
~~Proxies~~		12
~~Solicitation of Proxies~~		13
~~Householding~~		13
~~Record Date~~		13
~~Voting Rights and Vote Required~~		13
~~Recommendation of the Unizan Board of Directors~~		14
~~Attending the Meeting~~		14

~~INFORMATION ABOUT THE COMPANIES~~		15

~~Huntington Bancshares Incorporated~~		15
~~Unizan Financial Corp.~~		15

~~THE MERGER~~		16

~~General~~		16
~~Structure~~		16
~~Background~~Material U.S. Federal Income Tax Consequences of the Merger		161
~~Unizan’s Reasons for the Merger; Recommendation~~Recommendations of the ~~Unizan Board~~Boards of Directors		182
~~Huntington’s Reasons for~~Opinions of Financial Advisors		2
Interests of Certain Persons in the Merger		20
~~Opinion of Unizan’s Financial Advisor~~		213
Board of Directors and Management of Huntington ~~following~~Following Completion of the Merger		293
~~Distribution of Huntington Shares~~Commitments to Sky’s Communities		29
~~Fractional Shares~~		30
~~Public Trading Markets~~		30
~~Huntington and Unizan Dividends~~		30
~~Appraisal Rights of Dissenting Stockholders~~		313
Regulatory Approvals Required for the Merger		324
~~Unizan’s~~Conditions That Must Be Satisfied or Waived for the Merger to Occur		4
Termination of the Merger Agreement		4
Expenses and Termination Fees		4
The Rights of Sky Shareholders Will Be Governed by Maryland Law and by the Huntington Governing Documents after the Merger		5
Dissenter’s Rights		5
Comparative Market Prices and Share Information		5
Comparative Market Prices and Dividends		6
The Shareholder Meetings		6
The Huntington Annual Meeting		6
The Sky Special Meeting		7
The Companies		8
Huntington		8
Sky		8
Penguin Acquisition, LLC		8
SELECTED HISTORICAL FINANCIAL DATA OF HUNTINGTON		9
SELECTED HISTORICAL FINANCIAL DATA OF SKY		10
SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION		11
COMPARATIVE PER SHARE DATA		13
RISK FACTORS		14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		15
THE HUNTINGTON ANNUAL MEETING		16
Matters to Be Considered		16
Proxies		16
Solicitation of Proxies		17
Record Date		17
Voting Rights and Vote Required		17
Recommendation of the Huntington Board of Directors		18
Attending the Meeting		18
THE SKY SPECIAL MEETING		19
Matters to Be Considered		19
Proxies		19
Solicitation of Proxies		20
Record Date		20
Voting Rights and Vote Required		20
Recommendation of the Sky Board of Directors		21


		Page
Attending the Meeting		21
THE MERGER		22
General		22
Background of the Merger		22
Huntington’s Reasons for the Merger; Recommendation of the Huntington Board of Directors		25
Sky’s Reasons for the Merger; Recommendation of the Sky Board of Directors		27
Opinions of Huntington’s Financial Advisors		29
Opinion of Sky’s Financial Advisor		41
Board of Directors and ~~Officers Have Financial~~ Management of Huntington following Completion of the Merger		50
Distribution of Huntington Shares		50
Fractional Shares		51
Public Trading Markets		51
Huntington and Sky Dividends		52
Appraisal Rights of Dissenting Shareholders		52
Interests of Certain Persons in the Merger		3354
REGULATORY APPROVALS REQUIRED FOR THE MERGER		57
ACCOUNTING TREATMENT		59
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		60
Tax Consequences of the Merger Generally		60
Tax Basis and Holding Period		61
Cash Instead of a Fractional Share		61
Information Reporting and Backup Withholding		62
Reporting Requirements		62
THE MERGER AGREEMENT		36
	63
Terms of the Merger		3663
Treatment of ~~Unizan~~Sky Stock ~~Options~~Awards		3663
Closing and Effective Time of the Merger		3663
Representations, Warranties, Covenants and Agreements		3764
Declaration and Payment of Dividends		3967
Agreement Not to Solicit Other Offers		3967
Transition		40

		68
Commitments to Sky’s Communities		~~Page~~ 69
Expenses and Fees		4069
Conditions to Complete the Merger		4169
Amendment, Waiver and Termination of the Merger Agreement		4170
Termination Fee		4270
Resales of Huntington Stock by Affiliates		4271
Employee Benefit Matters		43
	71
~~ACCOUNTING TREATMENT~~Indemnification and Insurance		43
	71
~~FEDERAL INCOME TAX CONSEQUENCES OF~~INFORMATION ABOUT THE ~~MERGER~~COMPANIES		43
	72
~~DESCRIPTION OF HUNTINGTON CAPITAL STOCK~~Huntington Bancshares Incorporated		45
	72
~~Description of Common Stock~~Sky Financial Group, Inc.		4572
~~Description of Preferred Stock~~Penguin Acquisition, LLC		46

~~COMPARISON OF RIGHTS OF HUNTINGTON SHAREHOLDERS AND UNIZAN SHAREHOLDERS~~		47
	72
COMPARATIVE MARKET PRICES AND DIVIDENDS		6373
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION		74
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS		77
COMPARISON OF RIGHTS OF HUNTINGTON SHAREHOLDERS AND SKY SHAREHOLDERS		83
OTHER MATTERS TO BE CONSIDERED AT HUNTINGTON’S ANNUAL MEETING		99
Election of Directors		99


		Page
Corporate Governance		101
Ownership of Voting Stock		108
Compensation Discussion & Analysis		110
Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm		144
Executive Officers of Huntington		145
Proposal to Approve Huntington’s 2007 Stock and Long-Term Incentive Plan		146
Proposal to Approve the First Amendment to the Management Incentive Plan		158
LEGAL MATTERS		63
	164
EXPERTS		63164
SHAREHOLDER PROPOSALS		164
Huntington		164
Sky		165
OTHER MATTERS		64
	165
WHERE YOU CAN FIND MORE INFORMATION		64165


	Huntington Common Stock		Unizan Common Stock		Implied Value of One Share of Unizan Common Stock
At January 26, 2004	$	23.10	$	22.95	$	26.39
At [*], 2004	$	[*]	$	[*]	$	[*]


	Huntington Historical		Unizan Historical		Pro Forma Combined		Per Equivalent Unizan Share
Income per share before cumulative effect of change in accounting for the fiscal year ended December 31, 2003:
Basic	$	1.68	$	1.07	$	1.61	$	1.84
Diluted		1.67		1.05		1.59		1.82
Net income per share for the fiscal year ended December 31, 2003:
Basic	$	1.62	$	1.07	$	1.56	$	1.78
Diluted		1.61		1.05		1.54		1.76
Cash Dividends per share declared as of December 31, 2003:	$	0.67	$	0.54	$	0.67	$	0.77
Book Value per share as of December 31, 2003:	$	9.93	$	14.04	$	10.16	$	11.61


Financial Multiples (median)	All		Midwest/ Northeast
Price to:
LTM EPS	19.2	x	16.6	x
Current Year Estimated EPS	17.0	x	15.7	x
Book Value	2.60	x	2.51	x
Tangible Book Value	3.78	x	3.78	x
Implied Tangible Book Premium to Core Deposits:	31.0	%	27.3	%
1-Day Market Premium	18.8	%	24.7	%
1-Week Market Premium	23.2	%	28.0	%


12/19/2006 Closing Price to:	Sky Comparable Companies (median)		Huntington Comparable Companies (median)
2006E EPS	15.3	x	14.3	x
2007E EPS	14.5	x	13.1	x
Book Value	2.24	x	2.00	x
Tangible Book Value	2.93	x	3.58	x
Core Deposit Premium	22.8	%	25.2	%


		Sky /Huntington
Transaction		1.22x
1-Year Average		1.26x
3-Year Average		1.28x
5-Year Average		1.40x
5-Year High		1.88x
5-Year Low		1.19x


					Contribution
	Huntington		Sky		Huntington		Sky
	($ in millions, except per share data)
Market Capitalization	$	5,886	$	2,820	67.6	%	32.4	%

Balance Sheet
Total Assets	$	35,662	$	17,808	66.7	%	33.3	%
Total Loans, Net		26,081		12,678	67.5		32.5
Total Deposits		24,738		13,178	65.2		34.8
Common Equity		3,130		1,858	62.7		37.3
Tangible Common Equity		2,497		1,042	70.6		29.4

Earnings
Net Income—2007 Projected		$441		$235	65.2	%	34.8	%
Net Income—2007 (w / 37.5% cost saving phased-in)		441		264	62.5		37.5
Net Income—2008 Projected		458		251	64.6		35.4
Net Income—2008 Projected (w / 100% cost saving phased-in)		458		333	57.9		42.1

Pro Forma Ownership at 1.220x Exchange Ratio		—		—	61.8	%	38.2	%


Stock Price as a multiple of:	Median	Mean	Implied Reference Range w/o Synergies		Implied Reference Range w/Synergies
LTM Core EPS	16.3x	16.0x	$	27.55 – $29.45	$	33.95 – $36.86
2007 Estimated EPS	14.9x	14.9x		27.00 – 29.00		33.40 – 36.41
Book Value Per Share	1.91x	1.99x		28.66 – 31.84		35.06 – 39.25
Tangible Book Value Per Share	2.58x	2.88x		24.11 – 25.90		30.51 – 33.31


Stock Price as a multiple of:	Median U.S. Transactions	Median Midwest and PA Transactions	Implied Reference Range
LTM Core EPS	18.1x	17.3x	$	30.40 – $34.20
Next Fiscal Year EPS	15.6x	14.3x		28.00 – 32.00
Book Value Per Share	2.23x	2.39x		35.02 – 38.21
Tangible Book Value Per Share	3.06x	2.77x		25.00 – 28.58


Transaction value/~~Last 12 months’ earnings per share~~Estimated 2006 Earnings Per Share	~~20.0~~16.3	x
Transaction value/Estimated ~~2004 earnings per share~~2007 Earnings Per Share	~~22.8~~15.2	x
Transaction value/Tangible book value per share	~~302~~	%
~~Transaction value/Stated book value per share~~	~~191~~339	%
Tangible book premium/Core ~~deposits (1)~~deposits¹	~~23.0~~23.3	%
Market Premium²	24.9	%


	Beginning Index Value December 18, 2005		Ending Index Value December 18, 2006
Sky	100.0	%	84.8	%
NASDAQ Bank Index	100.0		107.0
S&P 500 Index	100.0		112.2
S&P Bank Index	100.0		109.3

	Beginning Index Value December 18, 2003		Ending Index Value December 18, 2006
Sky	100.0	%	94.4	%
NASDAQ Bank Index	100.0		117.8
S&P 500 Index	100.0		130.6
S&P Bank Index	100.0		124.2


	Beginning Index Value January 23, 2003		Ending Index Value January 23, 2004
Unizan	100.00	%	115.46	%
Huntington	100.00		117.74
Peer group	100.00		121.91
Nasdaq Bank Index	100.00		130.93

	Beginning Index Value January 23, 2001		Ending Index Value January 23, 2004
Unizan	100.00	%	160.70	%
Huntington	100.00		143.37
Peer group	100.00		101.44
Nasdaq Bank Index	100.00		153.93


~~First Financial Bancorp.~~ Associated Banc-Corp		~~Hamilton, OH~~First Horizon National Corp.
~~Chemical~~BOK Financial ~~Corporation~~ Corp.		~~Midland, MI~~Fulton Financial Corp.
~~Corus Bankshares, Inc.~~ City National Corp.		~~Chicago, IL~~Huntington Bancshares Inc.
~~1st Source Corporation~~ Colonial BancGroup Inc.		South ~~Bend, IN~~Financial Group Inc.
~~First Merchants Corporation~~ Commerce Bancshares Inc.		~~Muncie, IN~~Synovus Financial Corp.
~~Integra Bank Corporation~~ Compass Bancshares Inc.		~~Evansville, IN~~TCF Financial Corp.
~~Capitol Bancorp LTD.~~ First Citizens BancShares Inc.		~~Lansing, MI~~
~~Taylor Capital Group, Inc.~~		~~Rosemont, IL~~
~~Community Trust~~Valley National Bancorp ~~Inc.~~		~~Pikeville, KY~~
~~Independent Bank Corporation~~		~~Ionia, MI~~
~~Midwest Banc Holdings, Inc.~~		~~Melrose Park, IL~~
~~First Indiana Corporation~~		~~Indianapolis, IN~~
~~First Financial Corporation~~		~~Terre Haute, IN~~
~~Republic Bancorp, Inc.~~		~~Louisville, KY~~


	Sky			Sky Peer Group
Total Assets ($mm)	$	17,806		$	16,373
Tangible equity/Tangible assets		6.16	%		6.61	%
Last Twelve Months Return on Average Assets		1.30	%		1.38	%
Last Twelve Months Return on Average Equity		13.0	%		16.3	%
Price/Tangible book value per share		271	%		283	%
Price/2006 Estimated Earnings per share¹		13.1	x		15.2	x
Price/2007 Estimated Earnings per share¹		12.2	x		14.7	x
Price/52-Week High Price per share		84.6	%		95.0	%
Market Capitalization ($mm)	$	2,833		$	3,542


Associated Banc-Corp		First Horizon National Corp.
BOK Financial Corp.		M&T Bank Corp.
Colonial BancGroup Inc.		Marshall & Ilsley Corp.
Comerica Inc.		Synovus Financial Corp.
Commerce Bancorp Inc.		UnionBanCal Corp.
Compass Bancshares Inc.		Zions Bancorp.


	Unizan			Peer Group
Total assets(in millions)	$	2,746		$	2,623
Tangible equity/tangible assets		7.25	%		7.23	%
Loans/deposits		96.2	%		94.3	%
Total borrowings/total assets		14.8	%		14.6	%
Non-performing assets/total assets		0.98	%		0.73	%
Loan loss reserve/gross loans		1.27	%		1.47	%
Net interest margin		3.25	%		4.06	%
Fee income/operating revenues		26.8	%		28.3	%
Efficiency ratio		54.8	%		60.3	%
Return on average assets		1.03	%		0.95	%
Return on average equity		9.4	%		11.3	%
Price/2003 earnings per share		21.7	x		16.7	x
Price/estimated 2004 earnings per share		20.2	x		14.5	x
Price/tangible book value per share		261	%		224	%
Price/book value per share		165	%		185	%
Dividend payout ratio		41.15	%		40.69	%


	Huntington			Huntington Peer Group
Total Assets ($mm)	$	35,662		$	41,690
Tangible equity/Tangible assets		7.13	%		6.13	%
Last Twelve Months Return on Average Assets		1.38	%		1.42	%
Last Twelve Months Return on Average Equity		16.8	%		14.6	%
Price/Tangible book value per share		237	%		305	%
Price/2006 Estimated Earnings per share¹		13.6	x		15.0	x
Price/2007 Estimated Earnings per share¹		13.3	x		14.3	x
Price/52-Week High Price per share		99.6	%		97.5	%
Market Capitalization ($mm)	$	5,915		$	8,114


	Median Nationwide Multiple		Implied Value		Median Midwest Multiple		Implied Value
Transaction price/LTM EPS	20.87	x	$	27.13	17.92	x	$	23.30
Transaction price/Estimated 2004 EPS (1)	18.51	x	$	21.07	14.87	x	$	16.93
Transaction price/Book Value	260.83	%	$	36.45	224.92	%	$	31.43
Transaction price/Tangible book value	300.22	%	$	26.50	250.04	%	$	22.07
Tangible book premium/Deposits (2)	19.72	%	$	27.13	16.08	%	$	23.76


	Huntington/Sky Metric		Median Nationwide Metric
Transaction price/Last twelve months earnings per share	16.3	x	16.5	x
Transaction price/Estimated 2007 earnings per share	15.2	x	15.7	x
Transaction price/Tangible book value	339	%¹	373	%
Tangible book premium/Core deposits	23.3	%²	27.3	%
Market Premium	24.9	%³	20.5	%


Discount Rate	14x		16x		18x		20x		22x
9.0%	$	17.14	$	19.30	$	21.46	$	23.62	$	25.78
10.0%		16.52		18.60		20.67		22.75		24.83
10.5%		16.22		18.26		20.29		22.33		24.37
11.5%		15.64		17.60		19.56		21.52		23.48


Discount Rate	180%		205%		230%		255%		280%
9.0%	$	18.33	$	20.51	$	22.70	$	24.88	$	27.06
10.0%		17.66		19.76		21.86		23.96		26.06
10.5%		17.34		19.40		21.46		23.52		25.58
11.5%		16.72		18.70		20.68		22.66		24.64


											Earnings Per Share Multiples
Discount Rate	14x		16x		18x		20x		22x		12.0x		13.5x		15.0x		16.5x		18.0x		19.5x
9.0%	$	18.28	$	20.58	$	22.88	$	25.18	$	27.47	$	23.15	$	25.68	$	28.22	$	30.75	$	33.29	$	35.82
10.0%		17.61		19.82		22.04		24.25		26.46		22.51		24.97		27.43		29.89		32.35		34.81
10.5%		17.29		19.46		21.63		23.80		25.97
11.5%		16.67		18.76		20.85		22.93		25.02
11.0%												21.89		24.28		26.67		29.06		31.45		33.84
12.0%												21.29		23.61		25.93		28.26		30.58		32.90
13.0%												20.72		22.97		25.23		27.48		29.74		31.99
14.0%												20.17		22.36		24.55		26.74		28.93		31.12
15.0%												19.63		21.76		23.89		26.02		28.15		30.28


Discount Rate	11.0x		12.5x		14.0x		15.5x		17.0x
9.0%	$	18.57	$	20.73	$	22.89	$	25.05	$	27.22
10.0%		17.91		19.98		22.06		24.14		26.22
10.5%		17.58		19.62		21.66		23.70		25.74
11.5%		16.96		18.92		20.89		22.85		24.81


Discount Rate	200%		225%		250%		275%		300%
9.0%	$	21.85	$	24.14	$	26.44	$	28.74	$	31.04
10.0%		21.05		23.27		25.48		27.69		29.90
10.5%		20.67		22.84		25.01		27.18		29.35
11.5%		19.94		22.02		24.11		26.20		28.89


	Earnings Per Share Multiples
Net Income Variance	12.0x		13.5x		15.0x		16.5x		18.0x		19.5x
-25.0%	$	17.12	$	18.91	$	20.71	$	22.50	$	24.29	$	26.09
-20.0%		18.08		19.99		21.90		23.81		25.73		27.64
-15.0%		19.03		21.06		23.10		25.13		27.16		29.19
-10.0%		19.99		22.14		24.29		26.44		28.60		30.75
-5.0%		20.94		23.22		25.49		27.76		30.03		32.30
0.0%		21.90		24.29		26.68		29.07		31.47		33.86
5.0%		22.86		25.37		27.88		30.39		32.90		35.41
10.0%		23.81		26.44		29.07		31.70		34.33		36.96
15.0%		24.77		27.52		30.27		33.02		35.77		38.52
20.0%		25.73		28.60		31.47		34.33		37.20		40.07
25.0%		26.68		29.67		32.66		35.65		38.64		41.63


	Unizan		Huntington
Net loans	8.3	%	91.7	%
Total assets	8.4	%	91.6	%
Deposits	9.6	%	90.4	%
Borrowings	4.8	%	95.2	%
Tangible equity	8.6	%	91.4	%
Total equity	11.9	%	88.1	%
Last twelve months’ net income	7.2	%	92.8	%
Estimated 2004 net income	6.2	%	93.8	%
Market capitalization (1)	8.7	%	91.3	%
Pro forma ownership	9.6	%	90.4	%