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HUNTINGTON BANCSHARES INCORPORATED TO ACQUIRE COMMERCE BANC CORPORATION

 COLUMBUS, Ohio, April 21 /PRNewswire/ -- Huntington Bancshares Incorporated (NASDAQ: HBAN) and Commerce Banc Corporation (NASDAQ: CBWV) of Charleston, W.V. announced today that they have signed a definitive agreement with respect to a merger in which Commerce will become a subsidiary of Huntington Bancshares West Virginia, Inc. Commerce is a bank holding company with total assets of $894 million which operates 31 banking offices in the Central/Northwest quadrant of West Virginia. This combination will create the third largest bank holding company in West Virginia with total assets of approximately $2.4 billion.
 The transaction involves the exchange of Huntington common stock for all outstanding shares of Commerce, and will be accounted for as a pooling of interests. Under the terms of the agreement, shareholders of Commerce will receive $26 for each share of Commerce Banc Corporation common stock payable in Huntington common stock, giving the transaction a total value of approximately $155 million.
 The exchange ratio will be based upon the average closing price of Huntington common stock for the five days prior to the effective closing date of the transaction. However, shareholders of Commerce Banc Corporation will receive not less than .9 shares nor more than 1.1 shares of Huntington common stock in the tax-free exchange.
 Consummation of the merger is subject to customary closing conditions, including approval by the shareholders of Commerce Banc Corporation and appropriate regulatory authorities. It is believed that the transaction will be completed late in the third quarter of 1993, subject to receipt of all necessary approvals.
 "We are very pleased with this latest announcement of the expansion of our franchise in West Virginia," stated Frank Wobst, chairman and chief executive officer of Huntington Bancshares Incorporated. "Commerce Banc Corporation is a highly regarded banking company operating in desirable markets. Upon completion of this merger, and the previously announced merger with CB&T Financial Corp., Huntington Bancshares West Virginia, Inc. will have total assets of approximately $2.4 billion which will make it the third largest bank holding company in the state.
 "As a result of the synergies that exist with this combination, we expect only nominal dilution from this transaction on Huntington's 1993 estimated earnings, and none in 1994. By 1995, this acquisition is expected to make a positive contribution to our bottom line," added Wobst.
 Charles R. Smith, chairman and chief executive officer of Commerce Banc Corporation stated, "We are very pleased with this agreement and believe this merger is in the best interests of our shareholders, customers and employees." He added, "This combination will improve our competitive position enabling us to better serve our customers, and it will provide improved career development opportunities for our employees."
 Upon completion of the merger, the four banks currently operated by Commerce will be merged into an existing bank operated by Huntington Bancshares West Virginia, Inc. It is expected that after the merger, Charles R. Smith will continue as chief executive officer of Commerce's current market areas. In addition he will serve as vice chairman and a director of Huntington Bancshares West Virginia, Inc.
 Huntington Bancshares Incorporated is a $14.0 billion regional bank holding company headquartered in Columbus, Ohio. The company's banking subsidiaries operate 275 offices in Ohio, Florida, Indiana, Kentucky, Michigan, Pennsylvania, and West Virginia. In addition, Huntington's mortgage, trust, investment banking and automobile finance subsidiaries manage 63 offices in the seven states mentioned as well as Connecticut, Delaware, Illinois, Maryland, Massachusetts, New Jersey, North Carolina, Rhode Island, South Carolina, and Virginia.
 Huntington Bancshares Incorporated
 Fact Sheet
 Acquisition of Commerce Banc Corporation
 Huntington Bancshares Incorporated
 Headquarters -- Columbus, Ohio
 3/31/93 Assets -- $14.0 Billion
 First Quarter, 1993 Performance
 Net Income $47.3 million
 ROAA 1.41 percent
 ROAE 20.03 percent
 Efficiency 59.54 percent
 Principal Markets
 Ohio $10.8 billion
 Michigan 1.5
 West Virginia .7
 Kentucky .4
 Indiana .4
 Florida .3
 Number of Banking Offices -- 275
 Commerce Banc Corporation
 Headquarters -- Charleston, West Virginia
 3/31/93 Assets -- $894 million
 First Quarter, 1993 Performance
 Net Income $2.2 million
 ROAA 1.00 percent
 ROAE 11.37 percent
 Efficiency 63.13 percent
 Principal Markets (All in West Virginia)
 Charleston $517 million
 Huntington 200
 Parkersburg 125
 Man 59
 Number of Banking Offices -- 31
 -0- 4/21/93
 /CONTACT: Debra Dendahl Hadley of Huntington Bancshares Incorporated, 614-463-4304; or Mary H. Williams of Commerce Banc Corporation, 304-348-5073/
 (HBAN CBWV)


CO: Huntington Bancshares Incorporated; Commerce Banc Corporation ST: Ohio, West Virginia IN: FIN SU: TNM

BM -- CL023 -- 8863 04/21/93 15:02 EDT
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Date:Apr 21, 1993
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