<PAGE>   1
                                                                    Exhibit 10.6


                        PURCHASE AND ASSUMPTION AGREEMENT





                                     BETWEEN





                       HUNTINGTON BANCSHARES INCORPORATED,





                          THE HUNTINGTON NATIONAL BANK





                                       AND





                                   FIRST BANK


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                        PURCHASE AND ASSUMPTION AGREEMENT


ARTICLE I - THE ASSETS ....................................................   1
     Section 1.1    Banking Center ........................................   1

ARTICLE II - TRANSFER OF ASSETS AND LIABILITIES ...........................   1
     Section 2.1    Transferred Assets ....................................   1
     Section 2.2    Purchase Price ........................................   3
     Section 2.3    Deposit Liabilities ...................................   5
     Section 2.4    Loans Transferred .....................................   8
     Section 2.5    Safe Deposit Business .................................   9
     Section 2.6    Employee Matters ......................................  10
     Section 2.7    Records and Data Processing, etc. .....................  11
     Section 2.8    Security ..............................................  11
     Section 2.9    Taxes and Fees; Proration of Certain Expenses .........  12
     Section 2.10   Title to Real Property ................................  12
     Section 2.11   Environmental Matters .................................  14

ARTICLE III - CLOSING AND EFFECTIVE TIME ..................................  15
     Section 3.1    Effective Time ........................................  15
     Section 3.2    Closing ...............................................  16
     Section 3.3    Post Closing Adjustments ..............................  18

ARTICLE IV - INDEMNIFICATION ..............................................  19
     Section 4.1    Huntington's Indemnification of Purchaser..............  19
     Section 4.2    Purchaser's Indemnification of Sellers.................  20
     Section 4.3    Claims for Indemnity ..................................  20
     Section 4.4    Limitations on Indemnification ........................  21

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF SELLERS .....................  21
     Section 5.1    Corporate Organization ................................  21
     Section 5.2    No Violation ..........................................  21
     Section 5.3    Corporate Authority ...................................  22
     Section 5.4    Enforceable Agreement .................................  22
     Section 5.5    No Brokers ............................................  22
     Section 5.6    Personal Property .....................................  22
     Section 5.7    Real Property .........................................  21
     Section 5.8    Condition of Property .................................  23
     Section 5.9    Employees .............................................  23
     Section 5.10   Assumed Contracts .....................................  24
     Section 5.11   Loans .................................................  24
     Section 5.12   Environmental Matters .................................  25


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     Section 5.13   Deposit Liabilities ...................................  26
     Section 5.14   Books, Records, Documentation, etc. ...................  26
     Section 5.15   Litigation ............................................  27
     Section 5.16   Contracts and Agreements...............................  27
     Section 5.17   Tax Matters............................................  27
     Section 5.18   Limitation and Survival of Representations and
                        Warranties ........................................  27

ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF PURCHASER ..................  28
     Section 6.1    Corporate Organization ................................  28
     Section 6.2    No Violation ..........................................  28
     Section 6.3    Corporate Authority ...................................  28
     Section 6.4    Enforceable Agreement .................................  28
     Section 6.5    No Brokers ............................................  28
     Section 6.6    Survival of Representations and Warranties ............  29

ARTICLE VII - OBLIGATIONS OF PARTIES PRIOR TO AND AFTER
         EFFECTIVE TIME ...................................................  29
     Section 7.1    Full Access ...........................................  29
     Section 7.2    Delivery of Magnetic Media Records ....................  29
     Section 7.3    Application for Approval ..............................  30
     Section 7.4    Conduct of Business; Maintenance of Properties ........  30
     Section 7.5    No Solicitation by Sellers ............................  30
     Section 7.6    Further Actions .......................................  31
     Section 7.7    Fees and Expenses .....................................  31
     Section 7.8    Breaches with Third Parties ...........................  32
     Section 7.9    Operations ............................................  32
     Section 7.10   Destruction and Condemnation ..........................  33
     Section 7.11   Insurance .............................................  34
     Section 7.12   Public Announcements ..................................  34
     Section 7.13   Tax Reporting .........................................  34
     Section 7.14   Transitional Matters ..................................  34

ARTICLE VIII - CONDITIONS TO PURCHASER'S OBLIGATIONS ......................  34
     Section 8.1    Representations and Warranties True ...................  35
     Section 8.2    Obligations Performed .................................  35
     Section 8.3    No Adverse Litigation .................................  35
     Section 8.4    Regulatory Approval ...................................  35

ARTICLE IX - CONDITIONS TO SELLERS' OBLIGATIONS ...........................  35
     Section 9.1    Representations and Warranties True ...................  36
     Section 9.2    Obligations Performed .................................  36
     Section 9.3    No Adverse Litigation .................................  36
     Section 9.4    Regulatory Approval ...................................  36


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ARTICLE X - TERMINATION ...................................................  36
     Section 10.1   Methods of Termination ................................  36
     Section 10.2   Procedure Upon Termination ............................  37
     Section 10.3   Payment of Expenses ...................................  38

ARTICLE XI - MISCELLANEOUS PROVISIONS .....................................  38
     Section 11.1   Assignment to Subsidiaries ............................  38
     Section 11.2   Amendment and Modification ............................  38
     Section 11.3   Waiver or Extension ...................................  38
     Section 11.4   Assignment ............................................  38
     Section 11.5   Confidentiality .......................................  39
     Section 11.6   Addresses for Notices, Etc. ...........................  39
     Section 11.7   Counterparts ..........................................  40
     Section 11.8   Headings ..............................................  40
     Section 11.9   Governing Law .........................................  40
     Section 11.10  Sole Agreement ........................................  40
     Section 11.11  Parties In Interest ...................................  41
     Section 11.12  Calculation of Dates and Deadlines ....................  41




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                        PURCHASE AND ASSUMPTION AGREEMENT


         THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into as of February 25, 1999, by and between HUNTINGTON BANCSHARES INCORPORATED,
a Maryland corporation having its principal offices in Columbus, Ohio
("Huntington"), THE HUNTINGTON NATIONAL BANK, a national banking association
having its principal offices in Columbus, Ohio ("HNB"), and FIRST BANK, an
Indiana state-chartered commercial bank having its principal offices in
Morgantown, Indiana ("Purchaser"):


                              W I T N E S S E T H:

         WHEREAS, Huntington, by its own actions and through the actions of HNB
(Huntington and HNB being hereinafter referred to as "Sellers"), wishes to
divest itself of certain assets, deposits, and other liabilities; and

         WHEREAS, Purchaser wishes to purchase such assets and assume such
liabilities upon the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, Sellers and Purchaser agree as follows:


                                    ARTICLE I
                                   THE ASSETS

Section 1.1.    Banking Center.
-----------     --------------

Purchaser shall purchase from Sellers the "Transferred Assets" (as defined in
Section 2.1 below), and assume certain liabilities assigned to the branch
banking offices of Sellers located at 41 South Hawthorne Street in Nashville,
Indiana (the "Banking Center").


                                   ARTICLE II
                       TRANSFER OF ASSETS AND LIABILITIES

Section 2.1.    Transferred Assets.
-----------     ------------------

(a)      As of the "Effective Time" (as defined in Section 3.1 below) and upon
         the terms and conditions set forth herein, Sellers will sell, assign,
         transfer, convey, and deliver to Purchaser, and Purchaser will purchase
         from Sellers, the following assets located at or


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         attributed to the Banking Center, except as otherwise excluded from
         sale pursuant to the provisions of paragraph 2.1(b) below
         (collectively, the "Transferred Assets"):

         (1)    subject to Section 2.10 hereof, all of Sellers' transferable
                right, title, and interest in and to all real estate and
                improvements thereon at the Banking Center, but not including
                any leasehold estates covered by item (3) below, together with
                all rights and appurtenances pertaining thereto (the "Real
                Property");

         (2)    the furniture, fixtures, leasehold improvements, equipment, and
                other tangible personal property located on or affixed to the
                Real Property, any of such items on order at the Closing or
                subject to the terms of any Equipment Leases but only to the
                extent such items, if material, were reflected in the Offering
                Memorandum (collectively, the "Personal Property");

         (3)    all assignable leases affecting the Banking Center, including
                all leases for equipment (the "Equipment Leases"), and those
                assignable, stand-alone software licenses and leases acceptable
                to Purchaser (the "Software Licenses");

         (4)    all safe deposit contracts and leases for the safe deposit boxes
                located at the Banking Center as of the Effective Time (the
                "Safe Deposit Contracts");

         (5)    all "Loans" (as defined in Section 2.4 below); and

         (6)    all coins and currency located at the Banking Center as of the
                Effective Time (the "Coins and Currency").

(b)      The following items shall be excluded from the Transferred Assets:

         (1)    the proprietary merchandising equipment and other assets listed
                on Exhibit 2.1(b) hereto;

         (2)    Sellers' rights in and to the names "Huntington" and any of
                their predecessor banks' names and any of Sellers' or Sellers'
                predecessors' corporate logos, trademarks, trade names, signs,
                paper stock forms, and other supplies containing any such logos,
                trademarks, or trade names;

         (3)    residential mortgage servicing rights for 1-4 family residential
                mortgages loans at the Banking Center;

         (4)    any regulatory licenses or any other nonassignable licenses and
                permits;

         (5)    trust, brokerage, mutual fund, and similar relationships; and

         (6)    proprietary Huntington software (collectively, the "Excluded
                Assets").


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Sellers shall coordinate with Purchaser to remove the Excluded Assets from the
Banking Center on or prior to the Effective Time. Sellers shall remove the
Excluded Assets at their own cost and using their reasonable efforts to attempt
to minimize any damage as a result of such removal. Apart from making any
repairs necessitated by Sellers' negligence in removing the Excluded Assets,
Sellers shall be under no obligation to restore the premises to their original
condition, which shall be the responsibility of Purchaser.

Section 2.2.    Purchase Price.
-----------     --------------

(a)      As consideration for the purchase of the Banking Center, Purchaser
         shall pay Sellers a purchase price equal to the sum of the following:

         (1)    the "Net Book Value" (as defined in paragraph 2.2(d) hereof) of
                the Personal Property and the Real Property at the Banking
                Center on the Closing Date;

         (2)    a premium for the "Deposit Liabilities" (as defined in paragraph
                2.3(a) hereof) and franchise value assigned to the Banking
                Center equal to 10% of such Deposit Liabilities; provided,
                however, that for purposes of calculating the premium pursuant
                to this Section 2.2(a)(2) only (and not for determining which
                liabilities are assumed by Purchaser), the term "Deposit
                Liabilities" shall not include any amounts represented by the
                aggregate of Jumbo CDs (certificates of deposit in amounts equal
                to or greater than $100,000) and public funds in excess of the
                lesser of (i) $971,581 or (ii) an amount that represents 6.654
                percent of all Deposit Liabilities excluding all Jumbo CDs and
                public funds. Notwithstanding the above, Purchaser shall pay a
                Deposit Premium of not less than $1,425,133;

         (3)    the "Net Book Value" (as defined in paragraph 2.2(d) hereof) of
                the Loans as set forth in Section 2.4 hereof as of the Effective
                Time; and

         (4)    the face amount of the Coins and Currency.

(b)      In addition, Purchaser shall assume, as of the Effective Time, all of
         the duties, obligations, and liabilities of Sellers relating to the
         Deposit Liabilities and all duties, obligations, and liabilities
         related to any of the following accruing or arising on or after the
         Effective Time: (i) the Real Property, (ii) the Equipment Leases, (iii)
         the Software Licenses, (iv) the Safe Deposit Contracts, and (v) all
         other assignable operating contracts of the Banking Center.
         Specifically excluded from the above are:

         (1)    liabilities or obligations with respect to any litigation,
                suits, claims, demands or governmental proceedings arising from
                any fact, circumstance, or event occurring prior to the
                Effective Time and related to the Banking Center; and


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         (2)    any and all obligations arising under any service agreements
                entered into between Huntington and its subsidiaries or other
                affiliates.

(c)      Sellers shall prepare a balance sheet (the "Pre-Closing Balance Sheet")
         in accordance with generally accepted accounting principles
         consistently applied as of a date not earlier than 30 calendar days
         prior to the Effective Time anticipated by the parties (the
         "Pre-Closing Balance Sheet Date") reflecting the assets to be sold and
         assigned hereunder and the liabilities to be transferred and assumed
         hereunder; Sellers agree to pay to Purchaser at the Closing (as defined
         in Section 3.1 hereof), in immediately available funds, the excess
         amount, if any, of the amount of Deposit Liabilities assumed by
         Purchaser pursuant to paragraph (b) above, as reflected by the
         Pre-Closing Balance Sheet, over the aggregate purchase price computed
         in accordance with paragraph (a) above, as reflected by the Pre-Closing
         Balance Sheet. Purchaser agrees to pay Sellers at the Closing, in
         immediately available funds, the excess, if any, of the aggregate
         purchase price computed in accordance with paragraph (a) above, as
         reflected by the Pre-Closing Balance Sheet, over the amount of Deposit
         Liabilities assumed by Purchaser pursuant to paragraph (b) above, as
         reflected by the Pre-Closing Balance Sheet. The purchase price, as well
         as each of the items described in paragraphs (a)(1) through (4) above
         and all amounts paid at the Closing shall be subject to subsequent
         adjustment based on the Post-Closing Balance Sheet (as defined in
         Section 3.3 hereof).

(d)      The "Net Book Values" of the Personal Property and the Real Property
         are the values that the relevant assets are carried on Sellers' general
         ledger. The "Net Book Value" of the Loans is the aggregate principal
         amount of the Loans, plus accrued and unpaid interest and late charges
         thereon, but such value shall not include any loan loss reserves or
         general reserve.

(e)      Sellers and Purchaser agree to allocate the purchase price in
         accordance with Section 1060 of the Internal Revenue Code (the "Code").
         Within 120 days after the Closing Date, Purchaser shall provide to
         Sellers Purchaser's proposed allocation of the purchase price as
         finally determined and paid by Purchaser hereunder. Within 30 days
         after the receipt of such allocation, Sellers shall propose to
         Purchaser any changes to such allocation or otherwise shall be deemed
         to have agreed with such allocation. Sellers and Purchaser shall reduce
         such allocation to writing, including jointly and properly executing
         completed Internal Revenue Service Form 8594, and any other forms or
         statements required by the Code, Treasury Regulations or the Internal
         Revenue Service, together with any and all attachments required to be
         filed therewith. Sellers and Purchaser shall file timely any such forms
         and statements with the Internal Revenue Service. To the extent
         consistent with applicable law, Sellers and Purchaser shall not file
         any tax return or other documents or otherwise take any position with
         respect to taxes which is inconsistent with such allocation of the
         final purchase price, provided, however, that neither Sellers nor
         Purchaser shall be obligated to litigate any challenge to such
         allocation of the final purchase price by a governmental authority.
         Sellers and Purchaser shall promptly inform one another of any
         challenge by any governmental authority to any


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         allocation made pursuant to this paragraph and agree to consult with
         and keep one another informed with respect to the state of, and any
         discussion, proposal or submission with respect to, such challenge.

Section 2.3.    Deposit Liabilities.
-----------     -------------------

(a)      "Deposit Liabilities" shall mean all of Sellers' duties, obligations
         and liabilities relating to the deposit accounts assigned to the
         Banking Center as of the Effective Time (including accrued but unpaid
         or uncredited interest thereon).

(b)      Except for those liabilities and obligations specifically assumed by
         Purchaser under 2.2(b) above, Purchaser is not assuming any other
         liabilities or obligations. Liabilities not assumed include, but are
         not limited to, the following:

         (1)    Sellers' cashier checks, letters of credit, money orders,
                traveler's checks, interest checks and expense checks issued
                prior to the Effective Time, consignments of U.S. Government "E"
                and "EE" bonds and any cash items paid by Sellers and not
                cleared prior to the Effective Time;

         (2)    deposit accounts associated with or securing lines of credit
                where the line of credit is excluded in accordance with
                paragraph 2.4(b); and

         (3)    individual retirement accounts which, by their terms, are not
                subject to assignment, it being understood that all other types
                of IRA Deposit Liabilities are intended to be transferred.

(c)      Sellers do not represent or warrant that any deposit customers whose
         accounts are assumed by Purchaser will become or continue to be
         customers of Purchaser after the Effective Time.

(d)      Purchaser agrees to pay in accordance with law and customary banking
         practices all properly drawn and presented checks, drafts and
         withdrawal orders presented to Purchaser by mail, over the counter or
         through the check clearing system of the banking industry, by
         depositors of the accounts assumed, whether drawn on the checks,
         withdrawal or draft forms provided by Sellers or by Purchaser, and in
         all other respects to discharge, in the usual course of the banking
         business, the duties and obligations of Sellers with respect to the
         balances due and owing to the depositors whose accounts are assumed by
         Purchaser; provided that Purchaser shall not be obligated to honor or
         pay any item if there are insufficient funds in the customer's account
         when presented.

(e)      If, after the Effective Time, any depositor, instead of accepting the
         obligation of Purchaser to pay the Deposit Liabilities assumed, shall
         demand payment from Sellers for all or any part of any such assumed
         Deposit Liabilities, Sellers shall not be liable or responsible for
         making any such payment; provided, that if Sellers shall pay the same,



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         Purchaser agrees to reimburse Sellers for any such payments, and
         Sellers shall not be deemed to have made any representations or
         warranties to Purchaser with respect to any such checks, drafts or
         withdrawal orders and any such representations or warranties implied by
         law are hereby expressly disclaimed. Sellers and Purchaser shall make
         arrangements to provide for the daily settlement with immediately
         available funds by Purchaser of checks, drafts, withdrawal orders,
         returns and other items presented to and paid by Sellers within 90
         calendar days after the Effective Time and drawn on or chargeable to
         accounts that have been assumed by Purchaser; provided, however, that
         Sellers shall be held harmless and indemnified by Purchaser for acting
         in accordance with such arrangements.

(f)      Purchaser agrees, at its cost and expense, (i) to notify such
         depositors, on or before the Effective Time, in a form and on a date
         mutually acceptable to Sellers and Purchaser, of Purchaser's assumption
         of Deposit Liabilities, (ii) to furnish such depositors with checks on
         the forms of Purchaser and with instructions to utilize Purchaser's
         checks and to destroy unused check, draft and withdrawal order forms of
         Sellers (if Purchaser so elects, Purchaser may offer to buy from such
         depositors their unused Sellers' check, draft and withdrawal order
         forms), (iii) to reissue all ATM and debit cards associated with the
         depositors of assumed Deposit Liabilities, (iv) to replace all line of
         credit checks with checks on the forms of Purchaser with instructions
         to utilize Purchaser's checks and to destroy the unused checks and (v)
         to disable and to notify customers of its disabling of all credit card
         overdraft protection or notify the customers of alternative over-draft
         protection through a different credit card or line of credit. At its
         expense, Sellers will prepare and deliver to Purchaser two sets of its
         normal customer mailing labels relating to the Deposit Liabilities. In
         addition, subsequent to regulatory approval, Sellers will notify its
         affected customers by letter of the pending assignment of Sellers'
         Deposit Liabilities to Purchaser, which notice shall be at Sellers'
         cost and expense and shall be in a form mutually agreeable to Sellers
         and Purchaser.

(g)      Purchaser agrees to pay promptly to Sellers an amount equivalent to the
         amount of any checks, drafts or withdrawal orders credited to any
         assumed Deposit Liabilities as of the Effective Time that are returned
         to Sellers after the Effective Time.

(h)      As of the Effective Time, Purchaser will assume and discharge Sellers'
         duties and obligations in accordance with the terms and conditions and
         laws, rules and regulations that apply to the certificates of deposit,
         accounts and other Deposit Liabilities assumed under this Agreement.

(i)      As of the Effective Time, Purchaser will maintain and safeguard in
         accordance with applicable law and sound banking practices all account
         documents, deposit contracts, signature cards, deposit slips, canceled
         items and other records related to the Deposit Liabilities assumed
         under this Agreement, subject to Sellers' right of access to such
         records as provided in this Agreement.


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<PAGE>   11

(j)      Sellers will render a final statement to each depositor of an account
         assumed under this Agreement as to transactions occurring through the
         Effective Time and will comply with all laws, rules and regulations
         regarding tax reporting of transactions of such accounts through the
         Effective Time. Sellers will be entitled to impose normal fees and
         service charges on a per-item basis, but Sellers will not impose
         periodic fees or blanket charges in connection with such final
         statements. Purchaser will comply with all laws, rules and regulations
         regarding tax reporting of transactions of such accounts after the
         Effective Time.

(k)      Prior to the Closing Date, Purchaser, at its expense, will notify all
         Automated Clearing House ("ACH") originators of the transfers and
         assumptions made pursuant to the Agreement; provided, however, that
         Sellers shall have provided Purchaser with all information necessary to
         make such notifications and provided, further, that Sellers may, at
         their option, notify all such originators (on behalf of Purchaser) also
         at the expense of Purchaser. For a period of 90 calendar days beginning
         on the Effective Time, Sellers will honor all ACH items related to
         accounts assumed under this Agreement which are mistakenly routed or
         presented to Sellers. Sellers will make no charge to Purchaser for
         honoring such items, and will electronically transmit such ACH data to
         Purchaser. If Purchaser cannot receive an electronic transmission,
         Sellers will make available to Purchaser at Sellers' operations center
         receiving items from the Automated Clearing House tapes containing such
         ACH data. Items mistakenly routed or presented after the 90-day period
         will be returned to the presenting party. Sellers and Purchaser shall
         make arrangements to provide for the daily settlement with immediately
         available funds by Purchaser of any ACH items honored by Sellers, and
         Sellers shall be held harmless and indemnified by Purchaser for acting
         in accordance with this arrangement to accept ACH items.

(l)      Following the Effective Time, Purchaser agrees to use reasonable
         efforts consistent with its normal business practices to collect from
         Purchaser's customers amounts equal to any Visa or MasterCard charge
         backs under the MasterCard and Visa Merchant Agreements between Sellers
         and their customers or amounts equal to any deposit items returned to
         Sellers after the Effective Time which were honored by Sellers prior to
         the Effective Time and remit such amounts so collected to Sellers. To
         the extent permitted under applicable law, Purchaser agrees promptly to
         freeze and remit to Sellers any funds, up to the amount of the charged
         back or returned item that had been previously credited by Sellers, if
         such funds are available at the time of notification by Sellers to
         Purchaser of the charged back or returned item. Notwithstanding the
         foregoing, Purchaser shall have no duty to remit funds for any item or
         charge that has been improperly returned or charged to Sellers. Solely
         for the purposes of this paragraph (l), all references to Sellers shall
         be deemed to include Sellers and its assignees.

(m)      As of the Effective Time, Sellers shall transfer and assign all files,
         documents and records related to the Deposit Liabilities to Purchaser,
         including such information held in


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<PAGE>   12

         electronic form, and Purchaser will be responsible for maintaining and
         safeguarding all such materials in accordance with applicable law and
         sound banking practices.

Section 2.4.    Loans Transferred.
-----------     -----------------

(a)      Sellers will transfer to Purchaser as of the Effective Time, subject to
         the terms and conditions of this Agreement, all of Sellers' right,
         title and interest in (including accrued but unpaid interest and late
         charges and collateral relating thereto) loans maintained, serviced and
         listed as loans assigned to the Banking Center (collectively, the
         "Loans"); provided, however, the Loans shall not include any loans
         described in paragraph (b) below. Such Loans (as well as any lien or
         security interest related thereto) shall be transferred by means of a
         blanket (collective) assignment and not individually (except as may be
         otherwise required by law).

(b)      Notwithstanding the provisions of paragraph (a) above, the Loans shall
         not include:

         (1)    nonaccruals (which term shall include loans in which the
                collateral securing same has been repossessed or in which
                collection efforts have been instituted or claim and delivery or
                foreclosure proceedings have been filed);

         (2)    loans 90 calendar days or more past due or otherwise in default
                and consumer loans which have been 30 days or more past due
                three or more times during the preceding 12-month period;

         (3)    loans upon which insurance has been force-placed;

         (4)    loans in connection with which the borrower has filed a petition
                for relief under the United States Bankruptcy Code prior to the
                Effective Time;

         (5)    servicing rights in connection with residential real estate
                related loans; and

         (6)    loans lacking original loan documentation and any intervening
                assignments required by law and required to enforce the loans.

(c)      Sellers and Purchaser agree that Purchaser will become the beneficiary
         of credit life insurance written on direct consumer installment loans
         and coverage will continue to be the obligation of the current insurer
         after the Effective Time and for the duration of such insurance as
         provided under the terms of the policy or certificate. If Purchaser
         becomes the beneficiary of credit life insurance written on direct
         consumer installment loans, Sellers and Purchaser agree to cooperate in
         good faith to develop a mutually satisfactory method by which the
         current insurer will make rebate payments to and satisfy claims of the
         holders of such certificates of insurance after the Effective Time.
         After the Effective Time, Sellers will promptly deliver to Purchaser
         the proceeds of any credit life insurance relating to Loans
         inadvertently received by it. The parties' obligations in this
         paragraph


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<PAGE>   13

         (c) are subject to any restrictions contained in existing insurance
         contracts as well as applicable laws and regulations.

(d)      In connection with the transfer of any loans requiring notice to the
         borrower and the servicer, Purchaser and Sellers will comply with all
         notice and reporting requirements of the loan documents or of any law
         or regulation.

(e)      All Loans will be transferred without recourse and without any
         warranties or representations as to their collectibility or the
         creditworthiness of any of the obligors of such Loans.

(f)      Purchaser will at its expense issue new coupon books or other forms of
         payment identification for payment of Loans for which Sellers provide
         coupon books with instructions to utilize Purchaser's coupons or forms
         and to destroy coupons furnished by Sellers.

(g)      For a period of 90 calendar days after the Effective Time, Sellers will
         forward to Purchaser loan payments received by Sellers. Purchaser shall
         reimburse Sellers for checks returned on payments forwarded to
         Purchaser.

(h)      As of the Effective Time, Sellers shall transfer and assign all files,
         documents and records related to the Loans to Purchaser, including such
         information held in electronic form, and Purchaser will be responsible
         for maintaining and safeguarding all such materials in accordance with
         applicable law and sound banking practices.

(i)      If the balance due on any Loan purchased pursuant to this Section 2.4
         has been reduced by Sellers as a result of a payment by check received
         prior to the Effective Time, which item is returned after the Effective
         Time, the asset value represented by the Loan transferred shall be
         correspondingly increased and an amount in cash equal to such increase
         shall be paid by Purchaser to Sellers promptly upon demand.

(j)      Sellers shall grant to Purchaser as of the Effective Time a limited
         power of attorney, in substantially the form attached hereto as Exhibit
         2.4(j) (the "Power of Attorney").

Section 2.5.    Safe Deposit Business.
-----------     ---------------------

(a)      As of the Effective Time, Purchaser will assume and discharge Sellers'
         obligations with respect to the safe deposit box business at the
         Banking Center in accordance with the terms and conditions of contracts
         or rental agreements related to such business, and Purchaser will
         maintain all facilities necessary for the use of such safe deposit
         boxes by persons entitled to use them.

(b)      As of the Effective Time, Sellers shall transfer and assign the records
         related to such safe deposit box business to Purchaser, and Purchaser
         shall maintain and safeguard all such


                                      -9-

<PAGE>   14

         records and be responsible for granting access to and protecting the
         contents of safe deposit boxes at the Banking Center.

(c)      Safe deposit box rental payments collected by Sellers before the
         Effective Time shall be prorated to the Closing Date.

Section 2.6.    Employee Matters.
-----------     ----------------

(a)      Purchaser will offer employment to certain employees actively employed
         by Sellers at the Banking Center as of the Effective Time (the
         "Employees"), as provided on Exhibit 2.6(a), subject to Purchaser's
         standard screening procedures, including, but not limited to, drug
         testing. The responsibilities of Sellers and Purchaser with respect to
         the Employees and the certain employees who will not be offered
         employment by Purchaser are governed by Exhibit 2.6(a). The base salary
         for each Employee hired by Purchaser shall not be less than the base
         salary provided by Sellers immediately prior to the Effective Time,
         subject to changes due to employment classification. With respect to
         Purchaser's qualified plans, the Employees will be treated as new
         hires; however, Employees who immediately become employees of Purchaser
         will immediately participate in welfare benefit plans maintained by
         Purchaser without regard to pre-existing conditions or waiting periods,
         if and to the extent that such Employees are participating in Sellers'
         welfare benefit plans immediately prior to the Closing Date. Employees
         will be required to satisfy the deductible and employee payments (if
         any) and all other terms and conditions required by Purchaser's plans.
         Employees shall receive full credit for prior service with Sellers for
         purposes of determining their participation and benefit accrual under
         Purchaser's vacation and sick leave policies. Employees who immediately
         become employees of Purchaser will be eligible for severance benefits
         consistent with the Purchaser's severance policies or plans, provided
         that all service with the Sellers shall be taken into account in
         determining benefits under Purchaser's severance policies or plans.
         Purchaser shall not be responsible or liable for any benefits accrued
         under the pension or welfare plans of Sellers. Sellers will be
         responsible for all accrued but not paid vacation pay for the Employees
         through the Closing Date. Notwithstanding anything to the contrary set
         forth above or implied therein, Purchaser does not intend and is not
         entering into employment contracts with any of the Employees, and each
         of the Employees, if any, who becomes employed by Purchaser, will
         continue to be an "employee at will" of Purchaser as that term is
         normally construed under the laws of the State of Indiana.

(b)      After the execution of this Agreement, Sellers will continue their
         normal employment practices in staffing the Banking Center; however,
         Sellers make no representations or warranties about whether any of the
         Employees who become employees of Purchaser will remain employed at the
         Banking Center after the Effective Time. Sellers will use their best
         efforts to: (i) maintain the Employees as employees of Sellers at the
         Banking Center until the Effective Time, (ii) refrain from dissuading
         any Employee from accepting an offer of employment with Purchaser or
         (iii) refrain from recruiting employees for alternate positions with
         Sellers. Sellers shall affirmatively advise Banking Center


                                      -10-

<PAGE>   15

         Employees that their current positions will terminate as of the
         Effective Time. Any Employee whose employment shall be terminated for
         any reason prior to the Effective Time shall be dealt with by Sellers
         in their sole and absolute discretion. Any Employee who, for any
         reason, elects not to accept Purchaser's offer of employment shall be
         deemed to be part of Sellers' pool of unassigned employees and may,
         after the Effective Time, be assigned to any openings in Sellers'
         banking system or terminated. Sellers agree that, for a period of 24
         months after the Closing Date, they will not solicit for employment any
         Employee who remains employed by Purchaser.

(c)      After the execution of this Agreement and subject to any legal
         restrictions, Sellers shall permit Purchaser, at reasonable times and
         upon reasonable notice, to examine and inspect Sellers, records
         relating to Employees.

Section 2.7.    Records and Data Processing, etc.
-----------     --------------------------------

(a)      As of the Effective Time, Purchaser shall become responsible for
         maintaining the files, documents and records referred to in this
         Agreement. Purchaser will preserve and hold them in safekeeping as
         required by applicable law and sound banking practice for the joint
         benefit of Sellers and Purchaser. After the Effective Time, Purchaser
         will permit Sellers and their representatives, for reasonable cause, at
         reasonable times and upon reasonable notice, to examine, inspect, copy
         and reproduce any such files, documents or records as Sellers deem
         reasonably necessary and to have similar access to such records and
         Sellers' former employees for purposes of preparation of records and
         reports (including regulatory and tax reports and returns) and as
         Sellers require in connection with third party litigation.

(b)      As of the Effective Time, Sellers will permit Purchaser and its
         representatives, for reasonable cause, at reasonable times and upon
         reasonable notice, to examine, inspect, copy and reproduce files,
         documents or records retained by Sellers regarding the assets and
         liabilities transferred under this Agreement as Purchaser deems
         reasonably necessary.

(c)      For a period of 180 days after the Effective Time, the party providing
         copies of records shall do so without charge; thereafter it may charge
         its customary rate for such copies.

(d)      It is understood that certain of Sellers' records, including
         certificates of deposit, may be available only in electronic form or in
         the form of photocopies, film copies or other non-original and
         non-paper media.

(e)      After the execution of this Agreement, Sellers will work with Purchaser
         to prepare mutually satisfactory schedules of Assets and contracts to
         be sold hereunder.

Section 2.8.    Security.
-----------     --------


                                      -11-

<PAGE>   16

As of the Effective Time, Purchaser shall be solely responsible for the security
of and insurance on all persons and property located in or about the Banking
Center.

Section 2.9.    Taxes and Fees; Proration of Certain Expenses.
-----------     ---------------------------------------------

(a)      Purchaser shall not be responsible for, or have any liability with
         respect to, taxes on any income to Sellers arising out of this
         transaction. Purchaser shall not be responsible for any income tax
         liability of Sellers arising from the business or operations of the
         Banking Center before the Effective Time, and Sellers shall not be
         responsible for any tax liabilities of Purchaser arising from the
         business or operations of the Banking Center after the Effective Time.
         Utility payments, telephone charges, real property taxes, personal
         property taxes, rent, salaries, deposit insurance premiums or
         assessments, maintenance items, other ordinary operating expenses of
         the Banking Center and other expenses related to the liabilities
         assumed or assets purchased hereunder shall be prorated between the
         parties as of the Effective Time. To the extent any such item has been
         prepaid by Sellers for a period extending beyond the Effective Time,
         there shall be a proportionate monetary adjustment in favor of Sellers.
         Purchaser shall be responsible for the payment of any non-delinquent
         assessments. Real estate taxes shall be prorated on a calendar year
         basis, based upon the maximum allowable discount and other applicable
         exemptions. Sellers will remain responsible for all real property taxes
         for any period prior to 1999.

(b)      Sellers and Purchaser shall each be responsible for their own costs
         with respect to the preparation and filing of any tax returns, as well
         as the preparation, review and analysis of the allocation statements
         and any forms or statements prepared in connection with the allocation
         of the final purchase price.

Section 2.10.   Title to Real Property.
------------    ----------------------

(a)      Sellers agree to deliver to Purchaser as soon as reasonably possible
         upon Purchaser's request copies of all title information in possession
         of Sellers, including, but not limited to, title insurance policies,
         attorneys' opinions on title, surveys, covenants, deeds and easements
         relating to the Real Property. Such delivery shall constitute no
         warranty by Sellers as to the accuracy or completeness thereof or that
         Purchaser is entitled to rely thereon.

(b)      Sellers will provide as soon as practicable, but not later than 60 days
         after the date of this Agreement:

         (1)    a title insurance commitment, from a national title insurance
                company selected by Sellers and reasonably satisfactory to
                Purchaser, irrevocably undertaking to issue an owner's policy of
                title insurance insuring Purchaser's title to the real estate
                and related easements and rights appurtenant thereto for the Net
                Book Value of the land and buildings (Purchaser may elect to
                increase coverage, at Purchaser's expense), which commitment
                shall provide that the owners title


                                      -12-

<PAGE>   17

                insurance policy to be issued pursuant thereto will be endorsed
                to remove any binding arbitration provisions, and which
                commitment will be accompanied by legible copies of all title
                exception instruments identified in the commitment (Purchaser's
                payment of its share of the title insurance premium will be
                included in the settlement wire transfer). Seller agrees to
                execute such affidavit regarding off-record title matters as may
                be required by the title insurer to remove the so-called
                "standard exceptions" to title, except for survey matters.
                Sellers shall pay one-half the cost of said title insurance
                commitment (including the title examination) and policy and
                Purchaser shall pay the other one-half of such cost, except that
                the Purchaser shall pay the entire cost of any increased amount
                of coverage, as provided above, and the entire cost of any
                endorsements or affirmative coverages desired by Purchaser.

         (2)    a survey as is required by the title insurer to remove the
                survey exception in the title insurance policy, to be conducted
                by a surveyor selected by Sellers and reasonably satisfactory to
                Purchaser. Sellers shall pay one-half the cost of such survey
                and Purchaser shall pay the other one-half of such cost. If
                Purchaser desires information to be included on the survey which
                is in addition to information that is required on the survey to
                remove the survey exception in the title insurance policy,
                Purchaser shall be responsible for obtaining such additional
                survey work, at Purchaser's sole cost and expense.

(c)      Purchaser agrees to notify Sellers, in writing within 30 calendar days
         after the date of Purchaser's receipt of both the title insurance
         commitment and survey obtained by Sellers described in paragraph (b)
         above, of any mortgages, pledges, material liens, encumbrances,
         reservations, tenancies, encroachments, overlaps or other title
         exceptions, survey objections, or zoning or similar land use violations
         (excluding legal but nonconforming uses) or material engineering or
         structural problems related to the Real Property to which Purchaser
         reasonably objects (the "Title Defects"). If Purchaser does not notify
         Sellers of Title Defects within such time period, Purchaser shall be
         deemed to have waived its rights under this Section 2.10. Purchaser
         agrees that Title Defects shall not include real property taxes not yet
         due and payable or easements, restrictions, tenancies, survey matters,
         rights of way or other title matters which Purchaser deems acceptable
         in Purchaser's reasonable discretion. During the 30-day period after
         Sellers' receipt from Purchaser of said notice of any Title Defects,
         Sellers shall have the right, but not the obligation, to attempt to
         correct any such Title Defect to Purchaser's reasonable satisfaction.
         If Sellers are unable or unwilling to cure any such Title Defects to
         Purchaser's reasonable satisfaction, Purchaser shall have the option
         either to terminate this Agreement (upon written notice to Sellers and
         subject to Sellers' option to lease the Banking Center to Purchaser
         pursuant to paragraph 2.10(e)) with respect to the Banking Center, at
         which the Real Property having such Title Defects is located or to
         receive title in its then existing condition. Upon termination of this
         Agreement with respect to a particular tract of property pursuant to
         this Section 2.10, no party shall have any further liability to the
         other party under this Agreement except as set forth in Section 10.2.


                                      -13-

<PAGE>   18

(d)      Purchaser shall have the right to request that the title insurance
         company update title matters up to 10 business days prior to the
         Closing Date for any changes which may have arisen between the date of
         the original title search and the Closing Date. If such update
         indicates that any Title Defects have been placed of record since the
         date of Purchaser's original title search, and Purchaser reasonably
         objects thereto in writing, then Sellers shall make a good faith effort
         to cure any such Title Defect to Purchaser's reasonable satisfaction.
         If Sellers are unable or unwilling to cure any such Title Defect,
         Purchaser shall have the option to receive title in the then existing
         condition, to terminate this Agreement (upon written notice to Sellers
         and subject to Sellers' option to lease the Banking Center to Purchaser
         pursuant to paragraph 2.10(e)) with respect to the Banking Center, or
         to enter into the lease of that Banking Center as described in
         paragraph 2.10(e).

(e)      In the event Purchaser notifies Sellers of its intent under this
         Section 2.10 to terminate this Agreement with respect to the Banking
         Center due to an unacceptable Title Defect, Sellers may elect to lease
         the Banking Center to Purchaser at a reasonable rent, based on a
         valuation of the Banking Center at its Net Book Value, for a term of 10
         years, in which event Purchaser will have no right to terminate the
         Agreement with respect to the Banking Center. The parties agree that if
         they cannot agree upon the rent to be payable for the Banking Center to
         be leased to Purchaser under this provision, the rent shall be
         determined by an appraisal to be conducted by an appraiser acceptable
         to both parties, with the cost of such appraisal to be shared equally
         by both parties, based on a valuation of the Banking Center at its Net
         Book Value. If Purchaser leases the Banking Center under this paragraph
         2.10(e) and if, following the Closing and at any time during the term
         of such lease, Sellers cure the unacceptable Title Defect, Sellers
         shall promptly sell and convey the Banking Center to Purchaser, upon
         the terms specified in this Agreement, whereupon such lease shall be
         terminated. In the event of such sale, the purchase price of the
         Banking Center shall be reduced (but not to less than zero) by the
         amount of the rent paid by Purchaser to Sellers pursuant to such lease.

Section 2.11.   Environmental Matters.
------------    ---------------------

(a)      Sellers agree to deliver to Purchaser as soon as reasonably possible,
         upon Purchaser's request copies of all environmental studies, reports
         and audits in Sellers' possession related to the Banking Center.

(b)      Purchaser shall have the right, but not the obligation, at their sole
         cost and expense, to cause such investigations and tests to be made as
         they deem necessary to determine whether there has been any soil,
         surface water, groundwater, or building space contamination on or under
         the Real Property. Sellers shall provide reasonable assistance to
         Purchaser and/or their agents or contractors in their evaluation and
         testing of the Real Property and Sellers shall provide Purchaser and/or
         their agents or contractors access to pertinent records and documents.
         Sellers authorize Purchaser and/or their agents or contractors to
         contact governmental agencies regarding the environmental status of the



                                      -14-

<PAGE>   19

         Real Property. Purchaser shall report the results of any such
         investigations or tests to Sellers no later than 30 days after the date
         of this Agreement; provided, however, that without the prior written
         consent of Sellers, which consent will not unreasonably be withheld,
         and execution of a satisfactory property access agreement, Purchaser
         shall not conduct subsurface testing, any ground water monitoring or
         install any test well or undertake any other investigation which
         requires a permit or license from, or the reporting of the
         investigation or the results thereof to, a local or state environmental
         regulatory authority or the United States Environmental Protection
         Agency. If Purchaser object to any material adverse environmental
         condition which impacts the Banking Center, Sellers shall have the
         right, but not the obligation, to cure any such material adverse
         environmental condition which is discovered by Purchaser's
         investigation. If at the end of the applicable 30-day period, Sellers
         are unable or unwilling to cure such problem, Purchaser shall have the
         option to accept the premises in the then existing condition or to
         terminate this Agreement with respect to that particular Banking Center
         affected by the environmental problem (subject to Sellers' option to
         lease the Banking Center to Purchaser pursuant to paragraph 2.11(c)),
         in which event neither party shall have any liability to the other
         party with respect to such Banking Center.

(c)      In the event Purchaser notify Sellers of their intent under this
         Section 2.11 to terminate this Agreement with respect to any Banking
         Center due to an environmental problem, Sellers may elect to lease the
         Banking Center to Purchaser at a reasonable rent, based on a valuation
         of the Banking Center at its Net Book Value, for a term of 10 years, in
         which event Purchaser will have no right to terminate the Agreement
         with respect to that particular Banking Center. The parties agree that
         if they cannot agree upon the rent to be payable for any such Banking
         Center to be leased to Purchaser under this provision, the rent shall
         be determined by an appraisal to be conducted by an appraiser
         acceptable to both parties, with the cost of such appraisal to be
         shared equally by both parties, based on a valuation of the Banking
         Center at its Net Book Value. If Purchaser lease the Banking Center
         under this paragraph 2.11(c) and if, following the Closing and at any
         time during the term of such lease, Sellers cure the environmental
         problem, Sellers shall promptly sell and convey the Banking Center to
         Purchaser, upon the terms specified in this Agreement, whereupon such
         lease shall be terminated.


                                      -15-

<PAGE>   20

                                   ARTICLE III
                           CLOSING AND EFFECTIVE TIME

Section 3.1.    Effective Time.
-----------     --------------

(a)      The purchase of assets and assumption of liabilities provided for in
         this Agreement shall occur at a closing (the "Closing") to be held at
         the offices of Sellers in Columbus, Ohio, at 10:00 a.m., local time, or
         at such other time, place, and manner as the parties shall mutually
         agree, on a date to be mutually agreed upon between the parties, which
         date shall be after the receipt of all necessary approvals by
         regulatory agencies and after all statutory waiting periods have
         expired and no later than September 30, 2000. The effective time (the
         "Effective Time") shall be 5:00 p.m., local time, on the day on which
         the Closing occurs (the "Closing Date").

(b)      Sellers and Purchaser may agree to conduct the Closing by exchanging
         executed and original documents by overnight courier service for
         delivery on the Closing Date. In this case, all Closing documents shall
         be held in escrow by the parties' counsel pending their receipt of
         confirmation that all Closing documents have been received and are
         satisfactory, respectively, and that the parties' wire transfer(s) of
         funds required under this Agreement have been received and credited to
         their designated account(s). Upon the parties' receipt of such
         confirmation(s), respectively, such Closing documents shall be released
         from escrow by such counsel and the Closing shall be deemed to have
         been consummated.

Section 3.2.    Closing.
-----------     -------

(a)      All actions taken and documents delivered at the Closing shall be
         deemed to have been taken and executed simultaneously, and no action
         shall be deemed taken nor any document delivered until all have been
         taken and delivered.

(b)      At the Closing, subject to all the terms and conditions of this
         Agreement, Sellers shall execute and deliver to Purchaser or, in the
         case of items (6), (7), (8), (10) and (11), make reasonably available
         to Purchaser:

         (1)    warranty deeds in recordable form executed by the appropriate
                Seller transferring good and marketable title to the Real
                Property, free and clear of any and all liens, restrictions, or
                encumbrances, except for Permitted Exceptions and any other such
                matters that are shown on the title commitment to be provided to
                Purchaser hereunder, in and to each parcel of Real Property to
                Purchaser in substantially the form attached hereto as Exhibit
                3.2(b)(1);

         (2)    a Bill of Sale, in substantially the form attached hereto as
                Exhibit 3.2(b)(2) (the "Bill of Sale"), transferring to
                Purchaser all of Sellers interest in the Personal Property and
                in the Loans;


                                      -16-

<PAGE>   21

         (3)    an Assignment and Assumption Agreement in substantially the form
                attached hereto as Exhibit 3.2(b)(3) (the "Assignment and
                Assumption Agreement"), assigning Sellers' interest in the
                Equipment Leases, the Safe Deposit Contracts, and the Deposit
                Liabilities;

         (4)    [reserved];

         (5)    consents from third persons that are required to effect the
                assignments set forth in the Assignment and Assumption
                Agreement;

         (6)    Sellers' keys to the safe deposit boxes and Sellers' records
                related to the safe deposit box business at the Banking Center;

         (7)    Sellers' files and records related to the Loans;

         (8)    Sellers' records related to the Deposit Liabilities assumed by
                Purchaser;

         (9)    immediately available funds in the net amount shown as owing to
                Purchaser by Sellers on the Closing Statement, if any;

         (10)   the Coins and Currency;

         (11)   such of the other assets to be purchased as shall be capable of
                physical delivery;

         (12)   a certificate of a proper officer of each Seller, dated as of
                the Closing Date, certifying to the fulfillment of all
                conditions which are the obligation of that Seller and that all
                of the representations and warranties of such Seller set forth
                in this Agreement remain true and correct in all material
                respects as of Effective Time;

         (13)   copies of (A) the charters and bylaws of Sellers and (B) a
                resolution of the Boards of Directors of Sellers, or the
                Executive Committees of Sellers, approving the sales
                contemplated herein;

         (14)   such certificates and other documents as Purchaser and its
                counsel may reasonably require to evidence the receipt by
                Sellers of all necessary regulatory authorizations and approvals
                for the consummation of the transactions provided for in this
                Agreement;

         (15)   a Closing Statement using amounts shown on the Pre-Closing
                Balance Sheet, substantially in the form attached hereto as
                Exhibit 3.2(b)(15) (the "Closing Statement");


                                      -17-

<PAGE>   22

         (16)   an affidavit of Sellers certifying that Sellers are not "foreign
                persons" as defined in the federal Foreign Investment in Real
                Property Tax Act of 1980;

         (17)   the Power of Attorney;

         (18)   lease agreements for any Banking Center to be leased to the
                Purchaser under the provisions of Section 2.10;

         (19)   such title insurance affidavits as may be required by the title
                insurance company; and

         (20)   such certificates and other documents as the parties and their
                respective counsel may reasonably require to evidence receipt of
                all necessary regulatory authorizations and approvals for the
                consummation of the transactions provided for in this Agreement.

         It is understood that the items listed in items (6), (7), (8), (10) and
         (11) shall be transferred at the Banking Center immediately after the
         Banking Center have closed for business on the Closing Date.

(c)      At the Closing, subject to all the terms and conditions of this
         Agreement, Purchaser shall execute and deliver to Sellers:

         (1)    the Assignment and Assumption Agreement;

         (2)    [reserved];

         (3)    a certificate and receipt acknowledging the delivery and receipt
                of possession of the Assets and records referred to in this
                Agreement;

         (4)    immediately available funds in the net amount shown as owing to
                Sellers by Purchaser on the Closing Statement, if any;

         (5)    a certificate of a proper officer of Purchaser, dated as of the
                Closing Date, certifying to the fulfillment of all conditions
                which are the obligation of Purchaser and that all of the
                representations and warranties of Purchaser set forth in this
                Agreement remain true and correct in all material respects as of
                the Effective Time;

         (6)    copies of (A) the charters and bylaws of Purchaser and (B) a
                resolution of the Boards of Directors, or the Executive
                Committees, of Purchaser approving the purchases contemplated
                herein; and


                                      -18-

<PAGE>   23

         (7)    such certificates and other documents as Sellers and its counsel
                may reasonably require to evidence the receipt by Purchaser of
                all necessary regulatory authorizations and approvals for the
                consummation of the transactions provided for in this Agreement.

(d)      All instruments, agreements, and certificates described in this Section
         3.2 shall be in form and substance reasonably satisfactory to the
         parties' respective legal counsel.

Section 3.3.    Post Closing Adjustments.
-----------     ------------------------

(a)      Not later than 30 days after the Effective Time (the "Post-Closing
         Balance Sheet Delivery Date"), Huntington shall deliver to Purchaser a
         balance sheet dated as of the Effective Time and prepared in accordance
         with generally accepted accounting principles consistently applied
         reflecting the assets sold and assigned and the liabilities transferred
         and assumed hereunder (the "Post-Closing Balance Sheet"), including,
         but not limited to, the specific items described in paragraph 2.2(a)(1)
         through (4) above, as adjusted, together with a copy of Huntington's
         calculation of the adjusted purchase price and amounts payable
         thereunder. Additionally, Huntington shall deliver to Purchaser a final
         list of Loans purchased, individually identified by account number.
         Huntington shall afford Purchaser and its accountants and attorneys the
         opportunity to review all work papers and documentation used by
         Huntington in preparing the Post-Closing Balance Sheet. Within 15 days
         following the Post-Closing Balance Sheet Delivery Date (the "Adjustment
         Payment Date"), Huntington and Purchaser shall meet at the offices of
         Huntington in Columbus, Ohio, or such other location as may be mutually
         agreed, to effect the transfer of any funds as may be necessary to
         reflect changes in such assets and liabilities between the Pre-Closing
         Balance Sheet and the Post-Closing Balance Sheet and resulting changes
         in the purchase price, together with interest thereon computed from the
         Effective Time to the Adjustment Payment Date at the applicable Federal
         Funds Rate (as hereinafter defined).

(b)      In the event that a dispute arises as to the appropriate amounts to be
         paid to either party on the Adjustment Payment Date, each party shall
         pay to the other on such Adjustment Payment Date all amounts other than
         those as to which a dispute exists. Any disputed amounts retained by a
         party which are later found to be due to the other party shall be paid
         to such other party promptly upon resolution with interest thereon from
         the Effective Time to the date paid at the applicable Federal Funds
         Rate.

(c)      The Federal Funds Rate shall be the mean of the high and low rates
         quoted for Federal Funds in the Money Rates column of The Wall Street
         Journal adjusted as such mean may increase or decrease during the
         period between the Effective Time and the date paid.


                                   ARTICLE IV
                                 INDEMNIFICATION


                                      -19-

<PAGE>   24

Section 4.1.    Huntington's Indemnification of Purchaser.
-----------     -----------------------------------------

(a)      Subject to any limitations in paragraphs 4.1(b) or otherwise contained
         in this Agreement, Huntington shall indemnify, hold harmless, and
         defend Purchaser from and against (i) any breach by Sellers of any
         representation or warranty contained herein, (ii) claims or liabilities
         relating to any Title Defect or environmental contamination existing
         prior to the Effective Time in any Banking Center leased to the
         Purchaser under the provisions of paragraph 2.10(e) or paragraph
         2.11(c), and (iii) all claims, losses, liabilities, demands, and
         obligations, including reasonable attorneys' fees and expenses, arising
         out of any actions, suits, or proceedings commenced prior to the
         Effective Time (other than proceedings to prevent or limit the
         consummation of this transaction) relating to Sellers' operations at
         the Banking Center; and, except as otherwise provided in this
         Agreement, Huntington shall further indemnify, hold harmless, and
         defend Purchaser from and against all claims, losses, liabilities,
         demands, and obligations, including reasonable attorneys' fees and
         expenses, real estate taxes, intangibles and franchise taxes, sales and
         use taxes, social security and unemployment taxes, all accounts
         payable, and operating expenses (including salaries, rents, and utility
         charges) incurred by Sellers, prior to the Effective Time and which are
         claimed or demanded on or after the Effective Time, or which arise out
         of any actions, suits, or proceedings commenced on or after the
         Effective Time and which relate to Sellers' operations or transactions
         at the Banking Center prior to the Effective Time.

(b)      The Purchaser's sole remedy for a breach of the representations and
         warranties contained in Section 5.11 shall be to require the Sellers to
         purchase any Loans which Purchaser in good faith deem to breach such
         representation and warranty (a "Purchase Right"). The Purchase Right
         can be exercised only for a period ending on the earlier of 60 days
         after discovery of such breach or 12 months after the Closing Date.
         Alternatively, the parties may agree to extend that exercise period
         with respect to a particular Loan or group of Loans and permit
         Purchaser to continue their customary processing and collection efforts
         with respect to such Loans.

Section 4.2.    Purchaser's Indemnification of Sellers.
-----------     --------------------------------------

Purchaser shall indemnify, hold harmless, and defend Sellers from and against
any breach by Purchaser of any representation or warranty contained herein and
all claims, losses, liabilities, demands and obligations, including reasonable
attorneys' fees and expenses, real estate taxes, intangibles and franchise
taxes, sales and use taxes, social security and unemployment taxes, all accounts
payable, and operating expenses (including salaries, rents and utility charges),
which any of Sellers may receive, suffer, or incur in connection with operations
and transactions occurring after the Effective Time and which involve the
Banking Center, the Transferred Assets, or the liabilities assumed by Purchaser
pursuant to this Agreement.


                                      -20-

<PAGE>   25

Section 4.3.    Claims for Indemnity.
-----------     --------------------

(a)      A claim for indemnity under Sections 4.1 or 4.2 of this Agreement may
         be made by the claiming party at any time prior to (i) 120 months after
         the Effective Time in case of a claim under Section 4.1(a)(ii), and
         (ii) 24 months after the Effective Time for all other items, by the
         giving of written notice thereof to the other party. Such written
         notice shall set forth in reasonable detail the basis upon which such
         claim for indemnity is made. In the event that any such claim is made
         within, the prescribed period, the indemnity relating to such claim
         shall survive until such claim is resolved. Claims not made within such
         period shall cease and no indemnity shall be made therefor.

(b)      In the event that any person or entity not a party to this Agreement
         shall make any demand or claim or file or threaten to file any lawsuit,
         which demand, claim or lawsuit may result in any liability, damage or
         loss to one party hereto of the kind for which such party is entitled
         to indemnification pursuant to Section 4.1 or 4.2 hereof, then, after
         written notice is provided by the indemnified party to the indemnifying
         party of such demand, claim or lawsuit, the indemnifying party shall
         have the option, at its cost and expense, to retain counsel for the
         indemnified party to defend any such demand, claim or lawsuit. In the
         event that the indemnifying party shall fail to respond within five
         calendar days after receipt of such notice of any such demand, claim or
         lawsuit, then the indemnified party shall retain counsel and conduct
         the defense of such demand, claim or lawsuit as it may in its
         discretion deem proper, at the cost and expense of the indemnifying
         party. In effecting the settlement of any such demand, claim or
         lawsuit, an indemnified party shall act in good faith, shall consult
         with the indemnifying party and shall enter into only such settlement
         as the indemnifying party shall approve (the indemnifying party's
         approval will be implied if it does not respond within ten calendar
         days of its receipt of the notice of such settlement offer).

Section 4.4.    Limitations on Indemnification.
-----------     ------------------------------

Notwithstanding anything to the contrary contained in this Article IV, no
indemnification shall be required to be made by either party until the aggregate
amount of all such claims by a party exceeds $50,000. Once such aggregate amount
exceeds $50,000, such party shall thereupon be entitled to indemnification for
all amounts in excess of such $50,000. IN ADDITION, THE PARTIES SHALL HAVE NO
OBLIGATIONS UNDER THIS ARTICLE IV FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR
LOSS THE INDEMNIFIED PARTY MAY SUFFER AS THE RESULT OF ANY DEMAND, CLAIM OR
LAWSUIT.


                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as otherwise specifically herein provided, and except as specifically
disclosed to Purchaser in writing prior to the date hereof, or as otherwise
disclosed as described in the


                                      -21

<PAGE>   26

particular Sections of this Article V, Huntington, on behalf of itself and its
subsidiaries, hereby represents and warrants to Purchaser as follows:

Section 5.1.    Corporate Organization.
-----------     ----------------------

Huntington is a bank holding company duly organized, validly existing, and in
good standing under the laws of the State of Maryland. HNB is a national banking
association duly organized, validly existing and in good standing under the laws
of the United States. Sellers have the corporate power and authority to carry on
their respective businesses as currently conducted and to effect the
transactions contemplated herein.

Section 5.2.    No Violation.
-----------     ------------

The Banking Center has been operated in all material respects in accordance with
applicable laws, rules and regulations. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated herein,
will violate or conflict with (i) Sellers' charters or bylaws; (ii) any material
provision of any material agreement or any other material restriction of any
kind to which Sellers are parties or by which Sellers are bound; (iii) any
material statute, law, decree, regulation, or order of any governmental
authority; or (iv) any material provision which will result in a default under,
or cause the acceleration of the maturity of, any material obligations or loans
to which Sellers are parties.

Section 5.3.    Corporate Authority.
-----------     -------------------

Prior to the Closing Date, the consummation of the transactions contemplated
herein will have been duly authorized by the Board of Directors or the Executive
Committee of each corporate entity conveying assets or liabilities to Purchaser
under this Agreement. No further corporate authorization is necessary for
Sellers to consummate the transactions contemplated hereunder.

Section 5.4.    Enforceable Agreement.
-----------     ---------------------

This Agreement has been duly executed and delivered by Huntington and HNB and is
the legal, valid, and binding agreement of Huntington and HNB, enforceable
against each of Huntington and HNB in accordance with its terms.

Section 5.5.    No Brokers.
-----------     ----------

All negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by Huntington, Purchaser, and David A. Noyes &
Company, and there has been no participation or intervention by any other
person, firm or corporation employed or engaged by or on behalf of Sellers in
such a manner as to give rise to any valid claim against Sellers or Purchaser
for a brokerage commission, finder's fee or like commission.

Section 5.6.    Personal Property.
-----------     -----------------


                                      -22-

<PAGE>   27

Sellers own, and will convey to Purchaser at the Closing, all of Sellers' right,
title, and interest to all of the Personal Property free and clear of any
mortgages, liens, security interests or pledges. Such items are in generally
good working order other than items that are not material or items that do not,
in the aggregate, exceed $10,000 in value.

Section 5.7.    Real Property.
-----------     -------------

Sellers make the following additional representations regarding the Real
Property:

(a)      Except as specifically set forth herein, there are no condemnation
         proceedings pending against the Real Property locations.

(b)      Except as specifically set forth herein, Sellers have not entered into
         any agreement regarding the Real Property, and to Seller's knowledge
         the Real Property is not subject to any claim, demand, suit, lien,
         proceeding or litigation of any kind, pending or outstanding, or
         threatened which would materially affect or limit Purchaser's use and
         enjoyment of the Real Property or which would materially limit or
         restrict Sellers' right or ability to enter into this Agreement and
         consummate the sale and purchase contemplated hereby.

(c)      To Sellers' knowledge, (i) no fact or condition exists which would
         result in the permanent termination or material impairment of access to
         the Real Property from adjoining public streets or highways or in the
         permanent discontinuance of necessary utilities services to the Real
         Property, and (ii) all sanitation, plumbing, refuse disposal, and
         similar facilities servicing the Banking Center are in material
         compliance with applicable governmental regulations.

(d)      No complaints or other notice have been received by Sellers that
         Sellers are in violation of applicable building, zoning, platting,
         subdivision, use, safety, building or similar laws, ordinances,
         regulations and restrictions with respect to the Banking Center. To
         Sellers' knowledge, there are no special or general assessments pending
         against or affecting the Real Property and, to Sellers' knowledge, no
         public improvements have been recently made which would cause special
         or general assessments to be assessed against the Real Property. Except
         for any encroachment which does nonmaterially affect the use or value
         of the premises: (i) to Sellers' knowledge, there is no encroachment
         upon the Real Property from any buildings or improvements, if any,
         located on the adjacent property; and (ii) to Sellers' knowledge, there
         is no encroachment by the Real Property upon any adjacent property or
         upon any easements with respect to the adjacent property. There are no
         leases or other agreements by which any person possesses or has a right
         to possess all or any portion of the Real Property other than those
         described in this Agreement or exhibits to this Agreement. To Sellers'
         knowledge, and except as disclosed by title insurance binder or by
         survey, there is no violation of any applicable building restriction or
         restrictive covenant. To Sellers' knowledge, the Real Property is
         adequately serviced


                                      -23-

<PAGE>   28

         by all utilities necessary for effective operation as presently used
         for a financial institution office.

Until the Closing Date, Purchaser's sole remedy for a breach of the
representations and warranties in this Section 5.7 shall be as provided in
Sections 2.10(e).

Section 5.8.    Condition of Property.
-----------     ---------------------

Except as may be otherwise specifically set forth in this Agreement, the Real
Property and Personal Property to be purchased by Purchaser hereunder are sold
"AS IS, WHERE IS," with no warranties or representations whatsoever, except as
may be expressly represented or warranted in this Agreement.

Section 5.9.    Employees.
-----------     ---------

No Employee located in the Banking Center is a party to any collective
bargaining, employment, severance, termination, or change of control agreement
or represented by a labor organization of any type other than Sellers'
established terms of employment and severance policies. Sellers are unaware of
any efforts during the past three years to unionize or organize the employees of
any of the Banking Center. Exhibit 5.9 sets forth a true and correct list of all
employees of the Banking Center as of the date hereof, and a list of any and all
bonus or incentive or other compensation arrangements or commitments, other than
benefits plans applicable to all Huntington employees, for each such employee or
for the employees as a group. Purchaser agree to keep such information in
strictest confidence and to confine knowledge of such information to those of
its officers and personnel who have a need to know such information in
connection with the performance of their duties. None of the employees of the
Banking Center is a party to any employment contract, formal or informal, oral
or written, or represented under any collective bargaining agreement relating to
employment with Sellers.

Section 5.10.   Assumed Contracts.
------------    -----------------

Each of the Equipment Leases, and the Software Licenses is valid and subsisting,
in full force and effect, and Sellers have performed in all material respects
all obligations required to be performed by Sellers thereunder; and no condition
exists which constitutes or, with notice, or lapse of time, would constitute a
material default thereunder.

Section 5.11.   Loans.
------------    -----

(a)      Each Loan was made in the ordinary course of business, has been
         properly executed by the parties thereto, represents the valid and
         binding obligation of the obligor, enforceable by the holder thereof in
         accordance with its terms, is free from any material defenses, contains
         customary enforcement provisions such that the rights and remedies of
         the holder thereof are adequate for enforcement of the Loans, and,
         unless approved by Sellers and documented in their files, no material
         provision of a Loan has been waived.


                                      -24-

<PAGE>   29

(b)      Each Loan (such term to include, for purposes of this paragraph, the
         principal documents relating in any way to such Loans, including notes,
         mortgages, security instruments, and guarantees) complies and has been
         administered in all material respects with all requirements of
         applicable Federal, state, and local laws and regulations.

(c)      Each Loan that is secured by collateral is secured by a perfected
         mortgage or security interest in the collateral in favor of Sellers as
         mortgagee or secured party. No collateral has been released from the
         lien granted to Sellers, unless approved by Sellers and documented in
         their files.

(d)      No selection procedures believed to be adverse to Purchaser have been
         utilized by Sellers in selecting the Loans.

(e)      Purchaser's sole remedy for a breach of the representations and
         warranties in this Section 5.11 shall be as provided in paragraph
         4.1(b).

Section 5.12.   Environmental Matters.
------------    ---------------------

Except as previously disclosed to Purchaser in writing, to the actual knowledge
of the Executive Officers of Sellers or the senior property management officer
for the geographic region in which the Banking Center are located, and without
any investigation by such officers:

(a)      Each Banking Center is, in all material respects, in compliance with
         all applicable Federal, state, local, or municipal statutes, ordinance,
         laws, and regulations and all orders, rulings, or other decisions of
         any court, administrative agency, or any other governmental authority
         relating to the protection of the environment.

(b)      No Banking Center is constructed of, nor does it contain as a component
         part, any material (either in its present form or as it may reasonably
         be expected to change through aging or normal use) which reasonably can
         be expected to release any substance, whether gaseous, liquid, or solid
         or that is known to be (either by single exposure or by repeated or
         prolonged exposure) injurious or hazardous to the health of persons
         occupying the premises or is a Hazardous Substance (defined below).
         Without limiting the generality of this Section, the Banking Center is,
         and during all applicable limitation periods has been, to Sellers'
         knowledge, free of asbestos except to the extent properly sealed or
         encapsulated in compliance with all applicable Environmental Laws
         (defined below) and all work-place safety, disability and health laws,
         regulations, and guidelines so as to completely prevent the escape of
         asbestos particles or fibers.

(c)      During Sellers' ownership and operation, no part of any Banking Center
         has been used for the manufacture, handling, storage, or disposal of
         Hazardous Substances, except for conventional cleaning and maintenance
         materials in quantities customary for commercial operations of the
         nature conducted by Sellers at such Banking Center.


                                      -25-

<PAGE>   30

(d)      Except as disclosed in writing to Purchaser, no Banking Center
         contains, nor has ever contained, an "underground storage tank" as that
         term is defined in the Federal Hazardous and Solid Waste Amendments of
         1984 to the Resource Conservation and Recovery Act. To Sellers'
         knowledge, the Banking Center and any contiguous properties are not
         contaminated by any Hazardous Substance in excess of applicable cleanup
         criteria developed by the Indiana Department of Environmental
         Management ("IDEM") pursuant to Title 13 of the Indiana Code and the
         implementing rules and regulations thereunder.

(e)      There is no action, suit, investigation, inquiry, or other proceeding,
         ruling, order, or citation involving Sellers, pending, threatened, or
         previously asserted as a result of any actual or alleged failure to
         comply with any requirement of any Environmental Laws with respect to
         any Banking Center, and there is no factual basis for any of the
         foregoing.

(f)      Sellers is not and may not be deemed to be an "owner or operator" of a
         "facility" or "vessel," as those terms are defined in Section 9601 of
         the Comprehensive Environmental Response Compensation and Liability Act
         of 1980, 42 U.S.C.A. ss. 9601 ("CERCLA"), thereby owning, possessing,
         transporting, generating, or disposing of any Hazardous Substances in
         relation to any Banking Center.

For purposes of this Section 5.12, "Hazardous Substances" has the meaning
defined in Section 9601 of CERCLA, and includes any substance that is now or
hereafter regulated by or subject to any Environmental Laws and any other
pollutant, contaminant, or waste, including, without limitation, asbestos,
radon, and polychlorinated biphenyls; and "Environmental Laws" mean all laws
(civil or common), ordinances, rules, regulations, and orders that: (i) regulate
solid waste management, including the containment, storage, handling,
transportation, disposal, or management of Hazardous Substances; (ii) regulate
or prescribe requirements for air, water, or soil quality; (iii) are intended to
protect public health or the environment; or (iv) establish liability for the
investigation, removal, or cleanup of, or damage caused by, any Hazardous
Substances. Until the Closing Date, Purchaser's sole remedy for a breach of the
representations and warranties in this Section 5.12 shall be as provided in
Section 2.11(c). Notwithstanding anything to the contrary above, Seller is not
required to file a "Disclosure Document" pursuant to the Indiana Responsible
Property Transfer Act.

Section 5.13.   Deposit Liabilities.
------------    -------------------

No selection procedures believed to be adverse to Purchaser have been utilized
by Sellers in selecting the Deposit Liabilities. The Deposit Liabilities are
insured by the FDIC to the fullest extent permitted by federal law and no action
is pending or has been threatened by the FDIC against Sellers with respect to
the termination of such insurance. Sellers are classified 1-A for purposes of
calculating FDIC Insurance premiums. To Sellers' knowledge, the Deposit
Liabilities (i) are in all respects genuine and enforceable obligations of
Sellers and have been acquired and maintained in full compliance with all
applicable Laws, including (but not limited to) the Truth in Savings Act and
regulations promulgated thereunder; (ii) were acquired in the ordinary course of
Sellers' business; and (iii) are not subject to any claims with respect to such


                                      -26-

<PAGE>   31

Deposit Liabilities that are superior to the rights of persons shown on the
records delivered to Purchaser indicating the owners of the Deposit Liabilities
other than claims against such Deposit Liabilities owners, such as state and
federal tax liens, garnishments, and other judgment claims, which have matured
or may mature into claims against the respective Deposit Liabilities.

Section 5.14.   Books, Records, Documentation, etc.
------------    -----------------------------------

The books and records of the Banking Center are correct, accurate, and complete,
in all material respects, have been maintained in a consistent and a customary
manner, and are in material compliance with all applicable federal and state
laws and regulations and customary banking practices. The deposit- and
lending-related forms, notices, statements, and related documentation, as well
as Sellers' policies, procedures, and practices with respect thereto, used at
the Banking Center comply in all material respects with applicable federal and
state laws and regulations and customary banking practices.


Section 5.15.   Litigation.
------------    ----------

There are no actions, causes of action, claims, suits or proceedings, pending
or, to Sellers' knowledge, threatened, against Sellers relating to the Banking
Center or materially affecting the Banking Center, whether at law, in equity or
before or by a governmental department, commission, board, bureau, agency or
instrumentality. For purposes of this section, claims will be considered to
materially affect the Banking Center if the aggregate amount of such claims
exceeds $5,000.

Section 5.16.   Contracts and Agreements.
------------    ------------------------

Sellers have delivered a true and complete copy of each contract or other
written agreement described in items 2.2(b)(ii), (iii), (iv) and (v) that is to
be assumed by Purchaser, all of which are listed on Exhibit 5.16 hereto. Each
such contract or other written agreement is valid and enforceable according to
its terms and Sellers are not in default thereunder and there has been no event
which, with notice or the lapse of time, or both, would constitute a default
under any such contract or other written agreement by Sellers.

Section 5.17.   Tax Matters.
------------    -----------

Sellers have complied with the requirements of the Internal Revenue Service
regarding taxpayer identification number certification, interest information
reporting and backup withholding of interest payable in connection with Deposit
Liabilities. Sellers have filed all federal, state, county, local and foreign
tax returns, including information returns, required to be filed by them in
connection with Sellers' operation of the Banking Center, and paid all taxes
owed by them, including those with respect to withholding, social security,
unemployment, workers compensation, franchise, ad valorem, premium, excise and
sales taxes, and no taxes shown on such returns or assessments received by them
are delinquent. Sellers have paid all taxes which


                                      -27-

<PAGE>   32

they are required to withhold from amounts owing to employees, creditors,
holders of Deposit Liabilities, or other third parties. For all completed years,
Sellers have duly and timely sent to each holder of Deposit Liabilities a Form
1099 (or a substitute form permitted by law) relating to interest, earning or
dividends paid on such accounts for those periods.

Section 5.18.   Limitation and Survival of Representations and Warranties.
------------    ---------------------------------------------------------

Except as may be expressly represented or warranted in this Agreement, neither
Huntington nor any other Seller makes any representation or warranty whatsoever
with regard to any asset being transferred to Purchaser or any liability or
obligation being assumed by Purchaser or as to any other matter or thing. The
foregoing representations and warranties shall survive the Effective Time for a
period of 24 months, except Section 5.13, which shall survive the Effective Time
for a period of six months, and except as otherwise specifically herein
provided.


                                   ARTICLE VI
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as otherwise specifically herein provided, Purchaser hereby represents
and warrants to Sellers as follows:

Section 6.1.    Corporate Organization.
-----------     ----------------------

Purchaser is a start chartered banking corporation, duly organized and validly
existing under the laws of the State of Indiana. Purchaser has the corporate
power and authority to carry on the business being acquired, to assume the
liabilities being transferred, and to effect the transactions contemplated
herein.

Section 6.2.    No Violation.
-----------     ------------

Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein will violate or conflict with (i) the charter
or bylaws of Purchaser, (ii) any material provision of any material agreement or
any other material restriction of any kind to which Purchaser is a party or by
which Purchaser is bound, (iii) any material statute, law, decree, regulation or
order of any governmental authority, or (iv) any material provision which will
result in a default under, or cause the acceleration of the maturity of, any
material obligation or loan to which Purchaser is a party.

Section 6.3.    Corporate Authority.
-----------     -------------------

Prior to the Closing Date, the consummation of the transactions contemplated
herein will have been duly authorized by the Board of Directors (or Executive
Committee) of Purchaser. No further corporate authorization on the part of
Purchaser is necessary to consummate the transactions contemplated hereunder.


                                      -28-

<PAGE>   33

Section 6.4.    Enforceable Agreement.
-----------     ---------------------

This Agreement has been duly executed and delivered by Purchaser and is the
legal, valid, and binding agreement of Purchaser, enforceable in accordance with
its terms.

Section 6.5.    No Brokers.
-----------     ----------

All negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by Purchaser, David A. Noyes & Company, and
Huntington and there has been no participation or intervention by any other
person, firm, or corporation employed or engaged by or on behalf of Purchaser in
such a manner as to give rise to any valid claim against Sellers or Purchaser
for a brokerage commission, finder's fee, or like commission, other than
compensation due David A. Noyes & Company by Purchaser.

Section 6.6.    Survival of Representations and Warranties.
-----------     ------------------------------------------

The foregoing representations and warranties shall survive the Effective Time
for a period of 24 months.




                                      -29-

<PAGE>   34

                                   ARTICLE VII
            OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE TIME

Section 7.1.    Full Access.
-----------     -----------

Sellers shall afford to the officers and authorized representatives of
Purchaser, upon prior notice and subject to Huntington's normal security
requirements, access to the properties, books, and records pertaining to the
Banking Center, specifically including but not limited to all books and records
relating to the Deposit Liabilities, the Loans, the Real Property, and the
Personal Property, and copies of the Equipment Leases and the Software Leases in
order that Purchaser may have full opportunity to make reasonable investigations
and to engage in operational planning, at reasonable times, without interfering
with the normal business and operations of the Banking Center or the affairs of
Huntington relating to the Banking Center. Sellers will cooperate with Purchaser
to the extent reasonably requested and legally permissible to provide Purchaser
with information about Employees and a means to meet with Employees. The
officers of Sellers shall furnish Purchaser with two standard sets of such
additional financial and operating data and other information as to its business
and properties at the Banking Center, or where otherwise located, as Purchaser
may, from time to time, reasonably request and as shall be available, including,
without limitation, information required for inclusion in all governmental
applications necessary to effect this transaction. Any additional copies of such
information shall be produced and provided at Purchaser's expense. Nothing in
this Section 7.1 shall require Sellers to breach any obligation of
confidentiality or to reveal any proprietary information, trade secrets or
marketing or strategic plans. Records, including credit information relating to
the Loans, will be made available for review by Purchaser no later than 30
calendar days after the execution of this Agreement. It is understood that
certain of Sellers' records may be available only in the form of photocopies,
film copies, or other non-original and non-paper media.

Section 7.2.    Delivery of Magnetic Media Records.
-----------     ----------------------------------

Sellers shall prepare or cause to be prepared at its expense and make available
to Purchaser at Sellers' data processing center or other reasonably convenient
location magnetic media records in Sellers' field format as soon as possible and
in any event not later than 60 calendar days after the execution of this
Agreement and further shall make available to Purchaser such records updated
monthly and as of the Closing Date, which records shall contain the information
related to the items described in items 3.2(b)(6), (7), and (8) above. Such
updated records shall be made available at such time after the Closing Date as
agreed to by the parties. At its option, Sellers may provide such reports in
paper format instead of magnetic media format.


                                      -30-

<PAGE>   35

Section 7.3.    Application for Approval.
-----------     ------------------------

Within 45 calendar days following the execution of this Agreement, Purchaser
shall prepare and file applications required by law with the appropriate
regulatory authorities for approval to purchase and assume the aforesaid assets
and liabilities, to establish a branch at the location of the Banking Center,
and to effect in all other respects the transactions contemplated herein.
Purchaser agrees to process such applications in a diligent manner and on a
priority basis and to provide Huntington promptly with a copy of such
applications as filed (except for any confidential portions thereof) and all
material notices, orders, opinions, correspondence, and other documents with
respect thereto, and to use its best efforts to obtain all necessary regulatory
approvals. On the date hereof, Purchaser knows of no reason why such
applications should not receive all such approvals. Purchaser shall promptly
notify Huntington upon receipt by Purchaser of notification that any application
provided for hereunder has been accepted or denied. Sellers shall provide such
assistance and information to Purchaser as shall be reasonably necessary for
Purchaser to comply with the requirements of the applicable regulatory
authorities.

Section 7.4.    Conduct of Business; Maintenance of Properties.
-----------     ----------------------------------------------

From the date hereof until the Effective Time, Huntington covenants that it will
cause Sellers to:

         (1)    carry on, or cause to be carried on, the business of the Banking
                Center substantially in the same manner as on the date hereof,
                use all reasonable efforts to preserve intact its current
                business organization and preserve its business relationships
                with depositors, customers and others having business
                relationships with it and whose accounts will be retained at the
                Banking Center; provided, however, that a Seller need not, in
                its sole discretion, advertise or promote new or substantially
                new customer services in the principal market area of the
                Banking Center;

         (2)    cooperate with and assist Purchaser in assuring the orderly
                transition of the business of the Banking Center to Purchaser
                from Sellers; and

         (3)    Maintain the Real Property and the Personal Property in their
                current condition, ordinary wear and tear excepted.

Section 7.5.    No Solicitation by Sellers.
-----------     --------------------------

(a)      After the execution of this Agreement, Sellers will take reasonable
         steps to avoid causing Banking Center customers to transfer all or part
         of their Deposit or Loan business from the Banking Center. For a period
         of 24 months after the Closing Date, Sellers will not establish any new
         branch facility or install any automated teller machines at any
         location within five miles of any Banking Center; provided, however,
         that this restriction will not apply to any branch existing as of the
         date of this Agreement nor prohibit Sellers from acquiring a branch
         facility or automated teller machine as part of an acquisition of


                                      -31-

<PAGE>   36

         another bank or bank holding company that has at least 85% of its total
         deposits attributed to branch offices located outside such five-mile
         limit. In addition, for a period of 24 months after the Closing Date,
         Sellers will not specifically target or solicit customers assigned to
         the Banking Center; provided, however, that this restriction shall not
         restrict general mass mailings, telemarketing calls, statement stuffers
         and other similar communications directed to all the current customers
         of Sellers or Sellers' affiliates, or to the public or newspaper, radio
         or television advertisements of a general nature or otherwise prevent
         Sellers from taking such actions as may be required to comply with any
         applicable federal or state laws, rules or regulations. The foregoing
         restriction shall not restrict the ability of Sellers to solicit
         customers whose accounts are normally established or maintained in
         offices other than the Banking Center or any customer which has an
         agreement for merchant services with Sellers or Sellers' affiliates,
         including their venture partners for merchant services. The obligations
         of the parties hereunder shall specifically survive the Closing for a
         period of 24 months.

(b)      In order to facilitate Sellers' compliance with the restrictions in
         this Section 7.5, Purchaser will give prompt notice to Sellers of any
         mailing or other form of marketing that it determines is not consistent
         with such restrictions; provided, however, that Purchaser's failure to
         provide such notice shall not relieve Seller of any obligations it has
         under this Section 7.5.

Section 7.6.    Further Actions.
-----------     ---------------

The parties hereto shall execute and deliver such instruments and take such
other actions as the other party may reasonably require in order to carry out
the intent of this Agreement. Included in such actions shall be the execution
and delivery of additional powers of attorney and such other documents and
instruments as shall be prepared and reasonably requested by Purchaser to
transfer the Loans and all collateral related thereto. Such assistance will be
provided to the Purchaser without costs for Sellers' personnel for a period of
at least 12 months after the Closing Date.

Section 7.7.    Fees and Expenses.
-----------     -----------------

Subject to the provisions of Section 10.3 and except as provided in this Section
7.7 and in Section 2.10, Purchaser shall be responsible for the costs of all
title examinations, surveys, environmental investigation costs, its own
attorneys' and accountants' fees and expenses, software license and transfer
fees, recording costs, transfer fees, sales and use and other transfer taxes,
regulatory applications and other expenses arising in connection therewith as
well as all costs and expenses associated with the transfer or perfection of any
security interests or liens securing Loans transferred hereunder. Except as
provided in Section 2.10, Purchaser shall pay the costs of title insurance
premiums, surveys, and documentary stamps and similar real estate transfer
charges. Sellers shall be responsible for their own attorneys' and accountants'
fees and expenses related to this transaction. Sellers shall make no charge to
the Purchaser for Sellers' personnel assigned to transition matters hereunder.


                                      -32-

<PAGE>   37

Section 7.8.    Breaches with Third Parties.
-----------     ---------------------------

If the assignment of any material claim, contract, license, lease, commitment,
sales order or purchase order (or any material claim or right or any benefit
arising thereunder) without the consent of a third party would constitute a
breach thereof or materially affect the rights of Purchaser or Sellers
thereunder, then such assignment is hereby made subject to such consent or
approval being obtained.

Section 7.9.    Operations.
-----------     ----------

Notwithstanding the foregoing, between the date of this Agreement and the
Effective Time, and except as may be otherwise required by regulatory authority,
Sellers shall not without the prior consent of Purchaser, which consent shall
not be unreasonably withheld:

         (1)    cause the Banking Center to engage or participate in any
                material transaction or incur or sustain any obligation which is
                material to its business, condition or operation;

         (2)    cause the Banking Center to transfer to Sellers' other
                operations any material amount of Transferred Assets, except for
                (i) supplies, if any, which have unique function in Sellers'
                business and ordinarily would not be useful to Purchaser, (ii)
                cash and other normal intrabank transfers which may be
                transferred in the ordinary course of business in accordance
                with normal banking practices and (iii) signs, or those parts
                thereof, bearing Sellers name and/or logo;

         (3)    except in the ordinary course of business at the unsolicited
                request of depositors (i) cause the Banking Center to transfer
                to Sellers' other operations any Deposit Liabilities or (ii)
                cause any of Sellers' other operations to transfer to the
                Banking Center any Deposit Liabilities;

         (4)    invest in any fixed assets on behalf of the Banking Center and
                for replacements of furniture, furnishing and equipment except
                for normal maintenance and refurbishing purchased or made in the
                ordinary course of business;

         (5)    enter into or amend any continuing contract (other than Deposit
                Liabilities and Loans) relating to the Banking Center, which
                cannot be terminated without cause and without payment of any
                amounts as a penalty, bonus, premium or other compensation for
                termination, or which is not made in the ordinary course of
                business;

         (6)    undertake any actions which are inconsistent with a program to
                use all reasonable efforts to maintain good relations with
                customers and with


                                      -33-

<PAGE>   38

                employees employed at the Banking Center, unless such actions
                are required or permitted by this Agreement;

         (7)    hire any person into the Banking Center (other than to replace a
                departing employee and/or to bring the number of employees at
                the Banking Center to normal staffing levels), transfer or
                reassign any employee of the Banking Center, increase the
                compensation of any employee of the Banking Center, or promote
                any of the employees, except where any such action is pursuant
                to and consistent with customary Sellers' procedures and
                policies;

         (8)    make any material change to its customary policies for setting
                rates on deposits offered at the Banking Center;

         (9)    amend or modify any of its promotional, deposit account, or Loan
                practices at the Banking Center other than amendments or
                modifications in the ordinary course of business in accordance
                with amendments or modifications undertaken at Sellers' branches
                other than the Banking Center. Sellers shall underwrite and
                administer the Loans at the Banking Center in accordance with
                its past standards and practices and in accordance with
                applicable laws and regulations;

         (10)   enter into any employment severance, termination, or change in
                control contracts or understandings with any Banking Center
                employees;

         (11)   reduce the service charges on any deposit product or fee-based
                product (e.g. safe deposit boxes, money orders, cashier's
                checks) unless such reduction is implemented generally in
                Sellers' other branches;

         (12)   lease or sublease any space in the Banking Center,

         (13)   until the Effective Time fail to maintain and update its general
                ledger on a basis consistent with its past accounting practices;
                or

         (14)   undertake any actions which would result in a Title Defect or
                fail to take any action to remove or cure a Title Defect caused
                by the Sellers after the date hereof.

Section 7.10.   Destruction and Condemnation.
------------    ----------------------------

If the Banking Center is damaged or destroyed or condemned between the date
hereof and the Closing Date, unless Sellers have repaired or replaced the damage
or destroyed property, Purchaser may elect, in its sole discretion, to either
(i) not acquire the Banking Center and the related assets and liabilities or,
(ii) acquire the Banking Center, in which event Sellers will deliver to
Purchaser any insurance proceeds, condemnation proceeds or other payment with
respect to the Banking Center.


                                      -34-

<PAGE>   39

Section 7.11.   Insurance.
------------    ---------

As of the Effective Time, Huntington will discontinue its insurance coverage
maintained in connection with the Banking Center and the activities conducted
thereon. Purchaser shall be responsible for all insurance protection for the
Banking Center's premises and the activities conducted thereon immediately
following the Effective Time. Huntington shall bear the risk of loss until the
Effective Time.

Section 7.12.   Public Announcements.
------------    --------------------

Sellers and Purchaser agree that, from the date hereof, neither shall make any
public announcement or public comment, regarding this Agreement or the
transactions contemplated herein without first consulting with the other party
hereto and reaching an agreement upon the substance and timing of such
announcement or comment. Further, Sellers and Purchaser acknowledge the
sensitivity of this transaction to the Employees and no announcements or
communications with the public or the Employees shall be made without the prior
approval of Sellers until the Effective Time.

Section 7.13.   Tax Reporting.
------------    -------------

Sellers shall comply with all tax reporting obligations in connection with
transferred assets and liabilities on or before the Effective Time, and
Purchaser shall comply with all tax reporting obligations with respect to the
transferred assets and liabilities after the Effective Time.

Section 7.14.   Transitional Matters.
------------    --------------------

Sellers shall use their best efforts to cooperate with Purchaser to assure an
orderly transition of ownership of the Assets and Loans and responsibility for
the liabilities, including the Deposit Liabilities, assumed by Purchaser
hereunder. As soon as practicable following the date of this Agreement, but in
no event later than 30 days after the date of this Agreement, Purchaser shall
provide Sellers with a draft of a detailed transition plan covering operational
aspects of the transition, including methods for the transmission of data and
records. If Sellers do not accept any part or all of such plan, they must notify
Purchaser in writing within 15 days after receiving such draft transition plan
from Purchaser, whereupon the parties agree to use their best efforts to agree
upon a mutually acceptable transition plan as soon as possible, but in no event
later than 60 days after the date of this Agreement. Sellers shall use their
best efforts to cooperate fully with Purchaser in implementing such transition
plan.


                                      -35-

<PAGE>   40

                                  ARTICLE VIII
                      CONDITIONS TO PURCHASER'S OBLIGATIONS

The obligation of Purchaser to complete the transactions contemplated in this
Agreement is conditioned upon fulfillment, on or before the Closing Date, of
each of the following conditions:

Section 8.1.    Representations and Warranties True.
-----------     -----------------------------------

The representations and warranties made by Sellers in this Agreement shall be
true in all material respects on and as of the Effective Time as though such
representations and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by Purchaser.

Section 8.2.    Obligations Performed.
-----------     ---------------------

Sellers shall have (i) delivered or made available to Purchaser those items
required by Section 3.2 hereof, and (ii) performed and complied in all material
respects with all obligations and agreements required by this Agreement to be
performed or complied with by it prior to or on the Effective Time.

Section 8.3.    No Adverse Litigation.
-----------     ---------------------

As of the Effective Time, no action, suit or proceeding shall be pending or
threatened against Sellers which is reasonably likely to (i) materially and
adversely affect the business, properties and assets of the Banking Center, or
(ii) materially and adversely affect the transactions contemplated herein.

Section 8.4.    Regulatory Approval.
-----------     -------------------

(a)      Purchaser shall have received all necessary regulatory approvals of the
         transactions provided in this Agreement, all notice and waiting periods
         required by law to pass shall have passed, no proceeding to enjoin,
         restrain, prohibit or invalidate such transactions shall have been
         instituted or threatened, and any conditions of any regulatory approval
         shall have been met.

(b)      Such approvals shall not have imposed any condition which is materially
         disadvantageous or burdensome to Purchaser.


                                      -36-

<PAGE>   41

                                   ARTICLE IX
                       CONDITIONS TO SELLERS' OBLIGATIONS

The obligation of Sellers to complete the transactions contemplated in this
Agreement is conditioned upon fulfillment, on or before the Closing Date, of
each of the following conditions:

Section 9.1.    Representations and Warranties True.
-----------     -----------------------------------

The representations and warranties made by Purchaser in this Agreement shall be
true in all material respects at and as of the Effective Time as though such
representations and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by Sellers.

Section 9.2.    Obligations Performed.
-----------     ---------------------

Purchaser shall have (i) delivered to Sellers those items required by Section
3.2 hereof, and (ii) performed and complied in all material respects, with all
obligations and agreements required by this Agreement to be performed or
complied with by it prior to or on the Effective Time.

Section 9.3.    No Adverse Litigation.
-----------     ---------------------

As of the Effective Time, no action, suit, or proceeding shall be pending or
threatened against Purchaser or Sellers which might materially and adversely
affect the transactions contemplated hereunder.

Section 9.4.    Regulatory Approval.
-----------     -------------------

(a)      Sellers shall have received from the appropriate regulatory authorities
         approval of the transactions contemplated herein, waiting periods
         required by law to pass shall have passed, no proceeding to enjoin,
         restrain, prohibit or invalidate such transactions shall have been
         instituted or threatened, and any conditions of any regulatory approval
         shall have been met.

(b)      Such approvals or Purchaser's corresponding regulatory approvals shall
         not have imposed any condition which is materially disadvantageous or
         burdensome to Sellers.


                                      -37-

<PAGE>   42

                                    ARTICLE X
                                   TERMINATION

Section 10.1.   Methods of Termination.
------------    ----------------------

This Agreement may be terminated in any of the following ways:

         (1)    by either Purchaser or Sellers, in writing five calendar days in
                advance of such termination, if the Closing has not occurred by
                September 30, 2000;

         (2)    at any time on or prior to the Effective Time by the mutual
                consent in writing of Huntington and Purchaser;

         (3)    by Huntington in writing if the conditions set forth in Article
                IX of this Agreement shall not have been met by Purchaser or
                waived in writing by Huntington prior to the Closing Date;

         (4)    by Purchaser in writing if the conditions set forth in Article
                VIII of this Agreement shall not have been met by Sellers or
                waived in writing by Purchaser prior to the Closing Date;

         (5)    any time prior to the Effective Time, by Purchaser or Huntington
                in writing if the other shall have been in breach of any
                representation and warranty in any material respect (as if such
                representation and warranty had been made on and as of the date
                hereof and on the date of the notice of breach referred to
                below), or in breach of any covenant, undertaking or obligation
                contained herein, and such breach has not been cured by the
                earlier of 30 calendar days after the giving of notice to the
                breaching party of such breach or the Effective Time; provided,
                however, that there shall be no cure period in connection with
                any breach of Section 7.3 hereof, so long as such breach by
                Purchaser was not caused by any action or inaction of Sellers,
                and Huntington may terminate this Agreement immediately if
                regulatory applications are not filed within 30 calendar days
                after the date of this Agreement as provided in that section; or

         (6)    by Huntington in writing at any time after any applicable
                regulatory authority has denied approval of any application of
                Purchaser for approval of the transactions contemplated herein.

Section 10.2.   Procedure Upon Termination.
------------    --------------------------

In the event of termination pursuant to Section 10.1 hereof, and except as
otherwise stated therein, written notice thereof shall be given to the other
party, and this Agreement shall terminate immediately upon receipt of such
notice unless an extension is consented to by the party having the right to
terminate. If this Agreement is terminated as provided herein:


                                      -38-

<PAGE>   43

         (1)    each party will return all documents, work papers and other
                materials of the other party, including photocopies or other
                duplications thereof, relating to this transaction, whether
                obtained before or after the execution hereof, to the party
                furnishing the same;

         (2)    all information received by either party hereto with respect to
                the business of the other party (other than information which is
                a matter of public knowledge or which has heretofore been
                published in any publication for public distribution or filed as
                public information with any governmental authority) shall not at
                any time be used for any business purpose by such party or
                disclosed by such party to third persons; and

         (3)    each party will pay its own expenses.

Section 10.3.   Payment of Expenses.
------------    -------------------

Should the transactions contemplated herein not be consummated because of a
party's breach of this Agreement, in addition to such damages as may be
recoverable in law or equity, the other party shall be entitled to recover from
the breaching party upon demand, itemization, and documentation, its reasonable
outside legal, accounting, consulting, and other out-of-pocket expenses.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

Section 11.1.   Assignment to Subsidiaries.
------------    --------------------------

At their discretion, Huntington may cause the obligations of Sellers under this
Agreement to be fulfilled by their respective banking and corporate
subsidiaries. Upon identification by Huntington of the subsidiaries to be
considered a Seller, Huntington shall cause those subsidiaries to enter into
such agreements as may be necessary to bind those subsidiaries as additional
parties to this Agreement.

Section 11.2.   Amendment and Modification.
------------    --------------------------

The parties hereto, by mutual consent, my amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.

Section 11.3.   Waiver or Extension.
------------    -------------------

Except with respect to required approvals of the applicable governmental
authorities, either party, by written instrument signed by a duly authorized
officer, may extend the time for the performance of any of the obligations or
other acts of the other party and may waive (i) any


                                      -39-

<PAGE>   44

inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto or (ii) compliance with any of the
undertakings, obligations, covenants or other acts contained herein.

Section 11.4.   Assignment.
------------    ----------

This Agreement and all of the provisions hereof shall be binding upon, and shall
inure to the benefit of, the parties hereto and their permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by either of the parties hereto without the prior written
consent of the other.

Section 11.5.   Confidentiality.
------------    ---------------

Purchaser and Sellers agree that any confidentiality agreements between
Purchaser and Sellers shall survive the execution hereof and the consummation of
the transactions contemplated herein.

Section 11.6.   Addresses for Notices, Etc.
------------    ---------------------------

All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (i) delivered
by hand (with written confirmation of receipt), (ii) deposited in the United
States Mail by registered or certified mail, return receipt requested, (iii)
sent by telecopier (with electronic confirmation of receipt), provided that a
copy is mailed by registered or certified mail, return receipt requested, or
(iv) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the appropriate
addresses or telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):

         If to Sellers, to:    Huntington Bancshares Incorporated
                               41 South High Street
                               Columbus, Ohio  43287
                               Attn:  Milton D. Baughman, Senior Vice President
                               Facsimile Number: (614) 480-5284

         with a copy to:       Richard A. Cheap, Esq.
                               General Counsel and Secretary
                               Huntington Bancshares Incorporated
                               41 South High Street
                               Columbus, Ohio  43287
                               Facsimile Number:  (614) 480-5485


                                      -40-

<PAGE>   45

         If to Purchaser, to:  First Bank
                               180 Washington Street
                               P.O. Box 225
                               Morgantown, Indiana 46160
                               Attn: Jerry Engle, President
                               Facsimile Number: (317) 882-5903

         with a copies to:     John R. Zerkle, Esq.
                               Leagre Chandler & Millard LLP
                               1400 First Indiana Plaza
                               135 North Pennsylvania Street
                               Indianapolis, Indiana 46204
                               Facsimile Number: (317) 808-3100

                               David A. Noyes & Company
                               111 Monument Circle, Suite 300
                               Indianapolis, Indiana 46204
                               Attn: John Reed
                               Facsimile Number: (317) 633-1739

Section 11.7.   Counterparts.
------------    ------------

This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

Section 11.8.   Headings.
------------    --------

The headings of the Articles and Sections of this Agreement are inserted for
convenience only and shall not constitute a part thereof.

Section 11.9.   Governing Law.
------------    -------------

This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Ohio.

Section 11.10.  Sole Agreement.
-------------   --------------

Except for the Confidentiality Agreement, this Agreement and the exhibits and
attachments hereto represent the sole agreement between the parties hereto
respecting the transactions contemplated hereby and all prior or contemporaneous
written or oral proposals, agreements in principle, representations, warranties
and understandings between the parties with respect to such matters are
superseded hereby and merged herein.


                                      -41-

<PAGE>   46

Section 11.11.  Parties In Interest.
-------------   -------------------

Nothing in this Agreement, express or implied, expressly including, without
limiting the generality of the foregoing in any way, the provisions of paragraph
2.6(a) hereof, is intended or shall be construed to confer upon or give to any
person (other than the parties hereto, their successors and permitted assigns)
any rights or remedies under or by reason of this Agreement, or any term,
provision, condition, undertaking, warranty, representation, indemnity, covenant
or agreement contained herein.

Section 11.12   Calculation of Dates and Deadlines.
-------------   ----------------------------------

Unless otherwise specified, any period of time to be determined under this
Agreement shall be deemed to commence at 12:01 a.m. on the first full day after
the specified starting date, event, or occurrence. Any deadline, due date,
expiration date, or period-end to be calculated under this Agreement shall be
deemed to end at 5 p.m. on the last day of the specified period. The time of day
shall be determined with reference to the then current local time in Columbus,
Ohio.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers as of the date first written
above.


                       HUNTINGTON BANCSHARES INCORPORATED


                       By: /s/ Milton D. Baughman
                          -----------------------------------------
                          Milton D. Baughman, Senior Vice President


                       THE HUNTINGTON NATIONAL BANK


                       By: /s/ Greg Sheridan
                          -----------------------------------------

                       Name: Greg Sheridan
                             -----------------------------------------

                       Title: _________________________________________


                       FIRST BANK


                       By: /s/ Jerry R. Engle
                          -----------------------------------------

                       Name: Jerry R. Engle
                             -----------------------------------------

                       Title: President and CEO
                              -----------------------------------------


                                      -42-

<PAGE>   47


                        PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                       HUNTINGTON BANCSHARES INCORPORATED

                                       AND

                                   FIRST BANK



                                LIST OF EXHIBITS


         Exhibit No.       Description
         ----------        -----------

         2.1(b)            List of Excluded Assets
         2.4(j)            Form of Power of Attorney
         2.6(a)            Agreement Regarding Employees of Banking Center
         3.2(b)(1)         Form of Warranty Deed
         3.2(b)(2)         Form of Bill of Sale
         3.2(b)(3)         Form of Assignment and Assumption Agreement
         3.2(b)(4)         Form of Assignment and Assumption of Leases
         3.2(b)(15)        Form of Closing Statement
         5.9               List of Employees
         5.16              List of Contracts to be Assumed



                                      -43-