EXHIBIT 2.D

Exhibit 2(d)



THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED WITHOUT BEING SO REGISTERED OR QUALIFIED UNLESS AN EXEMPTION OR
EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE.


WARRANT

TO PURCHASE 500,600 SHARES OF THE COMMON STOCK

OF

SECURITY NATIONAL CORPORATION



This is to certify that, for value received, HUNTINGTON BANCSHARES
INCORPORATED, a Maryland corporation ("Huntington"), is entitled to purchase
from SECURITY NATIONAL CORPORATION, a Delaware corporation ("Security
National"), at any time on or after the date hereof, an aggregate of up to
500,600 shares of the common stock, $1.00 par value per share, of Security
National ("Security National Common"), at a price of $25.56 per share (the
"Exercise Price"), subject to the terms and conditions of this Warrant and a
certain Warrant Purchase Agreement, of even date herewith, between Huntington
and Security National (the "Warrant Purchase Agreement"). The number of shares
of Security National Common which may be received upon the exercise of this
Warrant and the Exercise Price are subject to adjustment from time to time as
hereinafter set forth. The terms and conditions set forth in this Warrant and
the Warrant Purchase Agreement shall be binding upon the respective successors
and assigns of both of the parties hereto. This Warrant is issued in
connection with a certain Agreement and Plan of Merger, dated as of the date
hereof, between Security National and Huntington Bancshares Florida, Inc.
("Huntington Florida"), and a certain Supplemental Agreement, dated as of the
date hereof, among Huntington, Huntington Florida, and Security National
(collectively, the "Merger Documents"), which provide for the merger of
Security National into Huntington Florida (the "Merger"). The term "Holder"
shall mean and refer to the holder of this Warrant from time to time.


1. EXERCISE OF THE WARRANT.

(a) Huntington will not exercise this Warrant unless, and
to the extent required, it has obtained the approval of appropriate regulatory
authorities having jurisdiction, including the Federal Reserve Board, pursuant
to all applicable laws and regulations. Further, subject to the terms and
conditions set forth in this Warrant and in the Warrant Purchase Agreement and
the provisions of applicable law, Huntington will not exercise this Warrant
without the written consent of Security National, except upon the occurrence
of any of the following events:

(i) any willful material breach of the Merger
Documents by Security National or Security National Bank, or any other material
breach of the Merger Documents by Security National or Security National Bank
which would permit Huntington to terminate the Merger Documents and that is
caused by or arises from any act or failure to act by Security National,
Security National Bank, or any director, officer, shareholder, employee, agent,
or other

person acting on behalf of Security National or Security National Bank in a
manner that is contrary to or inconsistent with their obligations under this
Agreement or the Merger Agreement, including, without limitation, Security
National having entered into an agreement with any third party that is
inconsistent with the transactions contemplated under the Merger Documents;

(ii) prior to the meeting of the Security National
shareholders duly called and held for the purpose of approving the Merger in
accordance with the terms of the Merger Documents (the "Shareholders'
Meeting"), any person or group of persons (an "Offeror") submits a proposal to
Security National relating to (1) the possible sale or other disposition of
more than 25 percent of the shares of the capital stock or any other class of
voting securities of Security National or Security National Bank, including,
but not limited to, an exchange or tender offer therefor, (2) the possible sale
or other disposition of a majority of the assets of Security National or
Security National Bank, (3) a merger or consolidation involving Security
National Bank, other than a transaction in which Security National will be the
owner of all of the stock of the surviving corporation following the
transaction, or (4) a merger or consolidation involving Security National,
other than a transaction pursuant to which Security National will be the
surviving corporation and the current shareholders of Security National will be
the owners of a majority of the stock of the surviving corporation following
the transaction (an "Acquisition Proposal") and, within 18 months after the
date hereof, Security National enters into an agreement pursuant to such
Acquisition Proposal with the Offeror and such transaction is consummated
within such 18-month period;

(iii) prior to the Shareholders' Meeting, any
person or group of persons commences a tender or exchange offer to acquire
equity securities of Security National if, after giving effect to such offer,
such person or group would own or have the right to acquire a majority equity
interest in Security National (a "Tender Offer"), and such equity interest is
acquired pursuant to such Tender Offer within 18 months after the date hereof;
or

(iv) Security National enters into an agreement
with respect to an Acquisition Proposal after the date hereof and such
transaction is consummated within 18 months after the date hereof.

(b) As used in this Section 1, "person" or "group of
persons" shall have the meanings assigned to such terms by Section 13(d) of the
1934 Act. For purposes of this Section 1, a Tender Offer which is contingent
upon the expiration of the Warrant is deemed to commence when it is announced.

(c) This Warrant shall be exercised by presentation and
surrender hereof to Security National at its principal office accompanied by
(i) a written notice of exercise for a specified number of shares of Security
National Common, (ii) payment to Security National, for the account of Security
National, of the Exercise Price for the number of shares specified in such
notice, and (iii) a certificate of the Holder stating the event or events that
have occurred which entitle the Holder to exercise this Warrant. The Exercise
Price for the number of shares of Security National Common specified in the
notice shall be payable in immediately available funds.

(d) Upon such presentation and surrender, Security
National shall issue promptly (and within one business day if requested by the
Holder) to the Holder, or any assignee, transferee, or designee permitted by
subparagraph (f) of this Section 1, the shares to which the Holder is entitled
hereunder.
(e) If this Warrant should be exercised in part only,
Security National shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof
to purchase the balance of the shares purchasable hereunder. Upon receipt by
Security National of this Warrant, in proper form for exercise, the Holder
shall be deemed to be the holder of record of the shares of Security National
Common issuable upon such exercise, notwithstanding that the stock transfer
books of Security National shall then be closed or that certificates
representing such shares of Security National Common shall not then be actually

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delivered to the Holder. Security National shall pay all expenses, and any and
all federal, state, and local taxes and other charges that may be payable in
connection with the preparation, issue and delivery of stock certificates under
this Section 1 in the name of the Holder or of any assignee, transferee, or
designee permitted by subparagraph (f) of this Section 1.

(f) This Warrant, once exercisable, or any warrant shares
acquired by the Holder by its exercise, may be sold or transferred only (i) by
private placement to the parties who would thereby be able to acquire not more
than 2.0 percent of the then outstanding shares of Security National Common, or
(ii) through underwriters in a public and dispersed distribution. Prior to
such sale or transfer, Security National shall have a right of first refusal
for not less than all of the shares covered by or issued pursuant to the
Warrant, at the price set by the Holder for private placement or public sale.

2. CERTAIN COVENANTS AND REPRESENTATIONS OF SECURITY NATIONAL.

(a) Security National shall at all times maintain
sufficient authorized but unissued shares of Security National Common so that
this Warrant may be exercised without additional authorization of Security
National Common, after giving effect to all other options, warrants,
convertible securities, and other rights to purchase Security National Common.

(b) Security National represents and warrants to
Huntington that the shares of Security National Common issued upon an exercise
of this Warrant will be duly authorized, fully paid, non-assessable, and
subject to no preemptive rights.

(c) Security National agrees (i) that it will not, by
charter amendment or through reorganization, consolidation, merger, dissolution
or sale of assets, or by any other voluntary act, avoid or seek to avoid the
observance or performance of any of the covenants, stipulations, or conditions
to be observed or performed hereunder by Security National; (ii) promptly to
take all action as may from time to time be required, including, without
limitation (A) complying with all pre-merger notification, reporting, and
waiting period requirements specified in 15 U.S.C. Section 18a and regulations
promulgated thereunder, and (B) in the event, under the Bank Holding Company
Act of 1956, as amended (the "Bank Holding Company Act"), or the Change in Bank
Control Act of 1978, or other statute, the prior approval of the Board of
Governors of the Federal Reserve System or other regulatory agency
(collectively, the "Agencies"), is necessary before the Warrant may be
exercised, cooperate fully with the Holder in preparing such applications and
providing such information to the Agencies as the Agencies may require in order
to permit the Holder to exercise this Warrant and Security National duly and
effectively to issue shares pursuant hereto; and (iii) promptly to take all
action provided herein to protect the rights of the Holder against dilution.

3. FRACTIONAL SHARES. Security National shall not be required to
issue fractional shares of Security National Common upon an exercise of this
Warrant but shall pay for such fraction of a share in cash or by certified or
official bank check at the Exercise Price.

4. EXCHANGE OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof at the principal office of Security National for other Warrants of
different denominations entitling the Holder thereof to purchase in the
aggregate the same number of shares of Security National Common purchasable
hereunder. The term "Warrant" as used herein includes any warrants for which
this Warrant may be exchanged. Upon receipt by Security National of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and (in the case of loss, theft, or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, Security National will execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of Security
National, whether or not the Warrant so lost, stolen, destroyed, or mutilated
shall at any time be enforceable by anyone.

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5. CERTAIN TRANSACTIONS.

(a) In case Security National shall (i) consolidate with
or merge into any Person, other than Huntington or one of its Affiliates, and
shall not be the continuing or surviving corporation of such consolidation or
merger, (ii) permit any Person, other than Huntington or one of its Affiliates,
to merge into Security National and Security National shall be the continuing
or surviving corporation, but, in connection with such merger, the then
outstanding shares of Security National Common shall be changed into or
exchanged for stock or other securities of any other Person or cash or any
other property or the then outstanding shares of Security National Common shall
after such merger represent less than 50% of the outstanding shares and share
equivalents, or (iii) sell or otherwise transfer all or substantially all of
its assets or the assets of Security National Bank, a wholly owned subsidiary
of Security National, to any Person, other than Huntington or one of its
Affiliates, then, and in any such case, the agreement governing such
transaction shall make proper provision so that this Warrant shall, upon the
consummation of any such transaction and upon the terms and conditions set
forth herein, be converted into, or exchanged for, a warrant, at the option of
the Holder, of either (A) the Acquiring Corporation (as hereinafter defined),
(B) any company which controls the Acquiring Corporation, or (C) in the case of
a merger described in clause (a)(ii) above, Security National, in which case
such warrant shall be a newly issued warrant (in any such case, the "Substitute
Warrant").

(b) The following terms have the meanings indicated:

(i) "Acquiring Corporation" shall mean (A) the
continuing or surviving corporation of a consolidation or merger with Security
National (if other than Security National), (B) the corporation merging into
Security National in a merger in which Security National is the continuing or
surviving person and in connection with which the then outstanding shares of
Security National Common are changed into or exchanged for stock or other
securities of any other Person or cash or any other property or the then
outstanding shares of Security National Common shall after such merger
represent less than 50% of the outstanding shares and share equivalents, or (C)
the transferee of all or substantially all of Security National's assets;

(ii) "Substitute Common Stock" shall mean the
common stock issued by the issuer of the Substitute Warrant;

(iii) "Assigned Value" shall mean the Market/Offer
Price as determined pursuant to paragraph 7(b) of the Warrant Purchase
Agreement; provided, however, that in the event of a sale of all or
substantially all of Security National's assets, the Assigned Value shall be
the sum of the price paid in such sale for such assets and the current market
value of the remaining assets of Security National as determined by a
recognized investment banking firm selected by the Holder, divided by the
number of shares of Security National Common outstanding at the time of such
sale;

(iv) "Average Price" shall mean the average
closing price of a share of Substitute Common Stock for the one year
immediately preceding the consolidation, merger or sale in question, but in no
event higher than the closing price of the shares of Substitute Common Stock on
the day preceding such consolidation, merger, or sale; provided that if
Security National is the issuer of the Substitute Warrant, the Average Price
shall be computed with respect to a share of the common stock issued by the
Person merging into Security National or by any company which controls such
Person, as the Holder may elect;

(v) A "Person" shall mean any individual, firm,
corporation or other entity and include as well any syndicate or group deemed
to be a "person" by Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended; and

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(vi) "Affiliate" shall have the meaning ascribed
to such term in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.

(c) The Substitute Warrant shall have the same terms as
this Warrant provided that if the terms of the Substitute Warrant cannot, for
legal reasons, be the same as this Warrant, such terms shall be as similar as
possible and in no event less advantageous to the Holder. The issuer of the
Substitute Warrant shall also enter into an agreement with the then Holder of
the Substitute Warrant in substantially the same form as the Warrant Purchase
Agreement, which shall be applicable to the Substitute Warrant.

(d) The Substitute Warrant shall be exercisable for such
number of shares of Substitute Common Stock as is equal to the Assigned Value
multiplied by the number of shares of Security National Common for which this
Warrant is then exercisable, divided by the Average Price. The exercise price
of the Substitute Warrant per share of Substitute Common Stock shall be equal
to the Exercise Price multiplied by a fraction in which the numerator is the
number of shares of Security National Common for which this Warrant is then
exercisable and the denominator is the number of shares of Substitute Common
Stock for which the Substitute Warrant is exercisable.

6. RIGHTS OF THE HOLDER; REMEDIES.

(a) The Holder shall not, by virtue hereof, be entitled
to any rights of a shareholder in Security National.

(b) Without limiting the foregoing or any remedies
available to the Holder, Security National specifically acknowledges that
neither Huntington nor any successor holder of this Warrant would have an
adequate remedy at law for any breach of this Warrant and Security National
hereby agrees that Huntington and any successor holder of this Warrant shall be
entitled to specific performance of the obligations of Security National
hereunder and injunctive relief against actual or threatened violations of the
provisions hereof.

7. ANTIDILUTION PROVISIONS. The number of shares of Security
National Common purchasable upon the exercise hereof shall be subject to
adjustment from time to time as provided in this Section 7.

(a) In the event that Security National issues any
additional shares of Security National Common at any time after the date hereof
(including pursuant to stock option plans), the number of shares of Security
National Common which can be purchased pursuant to this Warrant shall be
increased by an amount equal to 24.9 percent of the additional shares so
issued.

(b) (i) In case Security National shall pay or make a
dividend or other distribution of any class of capital stock of Security
National in Security National Common, the number of shares of Security National
Common purchasable upon exercise hereof shall be increased by multiplying such
number of shares by a fraction of which the denominator shall be the number of
shares of Security National Common outstanding at the close of business on the
day immediately preceding the date of such distribution and the numerator shall
be the sum of such number of shares and the total number of shares constituting
such dividend or other distribution, such increase to become effective
immediately after the opening of business on the day following such
distribution.

(ii) In case outstanding shares of Security
National Common shall be subdivided into a greater number of shares of Security
National Common, the number of shares of Security National Common purchasable
upon exercise hereof at the opening of business on the day following the day
upon which such subdivision becomes effective shall be proportionately
increased, and, conversely, in case outstanding shares of Security National
Common shall each be combined into a smaller number of shares of Security
National Common, the number of shares of Security National Common purchasable
upon exercise hereof at the opening of business on the day following the day
upon which such combination becomes effective shall be proportionately

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decreased, such increase or decrease, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

(iii) The reclassification (including any
reclassification upon a merger in which Security National is the continuing
corporation) of Security National Common into securities including other than
Security National Common shall be deemed to involve a subdivision or
combination, as the case may be, of the number of shares of Security National
Common outstanding immediately prior to such reclassification into the number
of shares of Security National Common outstanding immediately thereafter and
the effective date of such reclassification shall be deemed to be the day upon
which such subdivision or combination becomes effective, as the case may be,
within the meaning of clause (ii) above.

(iv) Security National may make such increases in
the number of shares of Security National Common purchasable upon exercise
hereof, in addition to those required by this paragraph (b), as shall be
determined by its Board of Directors to be advisable in order to avoid taxation
so far as practicable of any dividend of stock or stock rights or any event
treated as such for Federal income tax purposes to the recipients.

(c) Whenever the number of shares of Security National
Common purchasable upon exercise hereof is adjusted pursuant to paragraph (b)
above, the Exercise Price shall be adjusted by multiplying the Exercise Price
by a fraction the numerator of which is equal to the number of shares of
Security National Common purchasable prior to the adjustment and the
denominator of which is equal to the number of shares of Security National
Common purchasable after the adjustment.

(d) For the purpose of this Section 7, the term "Security
National Common" shall include any shares of Security National of any class or
series which has no preference or priority in the payment of dividends or in
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution, or winding up of Security National and which is not subject to
redemption by Security National.

8. NOTICE.

(a) Whenever the number of shares of Security National
Common for which this Warrant is exercisable is adjusted as provided in
Section 7 hereof, Security National shall promptly compute such adjustment and
mail to the Holder a certificate, signed by a principal financial officer of
Security National, setting forth the number of shares of Security National
Common for which this Warrant is exercisable and the adjusted Exercise Price as
a result of such adjustment, a brief statement of the facts requiring such
adjustment and the computation thereof and when such adjustment will become
effective.

(b) Upon the occurrence of an event which results in this
Warrant and/or the "Warrant Stock" (as such term is defined in the Warrant
Purchase Agreement) becoming repurchasable as provided in Section 7 of the
Warrant Purchase Agreement, Security National shall (i) promptly notify the
Holder and/or the "Owner" (as that term is defined in the Warrant Purchase
Agreement) of such event, (ii) promptly compute the "Warrant Repurchase Price"
and the "Warrant Stock Repurchase Price" (as such terms are defined in the
Warrant Purchase Agreement), and (iii) furnish to the Holder and/or the Owner a
certificate, signed by the chief financial officer of Security National,
setting forth the Warrant Repurchase Price and/or the Warrant Stock Repurchase
Price and the basis and computation thereof.

(c) Upon the occurrence of an event which results in this
Warrant becoming convertible into, or exchangeable for, the Substitute Warrant,
as provided in Section 5 hereof, Security National and the Acquiring
Corporation shall promptly notify the Holder of such event; and, upon receipt
from the Holder of its choice as to the issuer of the Substitute Warrant, the
Acquiring Corporation shall promptly compute the number of shares of Substitute
Common Stock for which the Substitute Warrant is exercisable and furnish to the
Holder a certificate, signed by a

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principal financial officer of the Acquiring Corporation, setting forth the
number of shares of Substitute Common Stock for which the Substitute Warrant is
exercisable, the Substitute Warrant exercise price, a computation thereof, and
when such adjustment will become effective.

9. TERMINATION. This Warrant and the rights conferred hereby
shall terminate upon the earliest of (i) six months after the occurrence of the
first to occur of any of the events described in paragraph 1(a) of this
Warrant, (ii) the Effective Date of the Merger, or (iii) six months after the
termination of the Merger Documents in accordance with the terms thereof.

IN WITNESS WHEREOF, the undersigned has executed this Warrant as of
this 12th day of July, 1994.


ATTEST: SECURITY NATIONAL CORPORATION




By: /s/ Phillip Tasker By: /s/ Michael W. Sheffey, President
------------------------------ ----------------------------------
Michael W. Sheffey, President
Title: EVP, Secretary
---------------------------

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