EXHIBIT 99.2

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EXHIBIT 99.2












HUNTINGTON BANCSHARES INCORPORATED
FIRST QUARTER EARNINGS
LEADER, JAY GOULD
APRIL 18, 2002










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PAGE 2

Operator: Good afternoon. My name is Dixie and I will be your
conference facilitator today. At this time, I would
like to welcome everyone to the Huntington Bancshares
First Quarter Earnings Conference Call. All lines
have been placed on mute to prevent any background
noise. After the speaker's remarks, there will be a
question and answer period. If you would like to ask
a question during this time, simply press star (*),
then the number 1 on your telephone keypad and
questions will be taken in the order that they are
received. If you would like to withdraw your
question, press the pound key. Thank you, Mr. Gould,
you may begin your conference.

Mr. Gould: Thank you, Dixie and welcome to today's conference
call. I'm Jay Gould, Director of Investor Relations.
Before formal remarks, some usual housekeeping items:
copies of the slides which we will be reviewing can
be found on our Web site, www.huntington.com. This
call is being recorded and will be available as a
rebroadcast starting later this evening through the
end of April. Please call the Investor Relations
Department at (614) 480-5676 for more information on
how to access these recordings or playback, or if you
have difficulty getting a copy of the slides. Today's
discussion, including the Q&A period, may contain
forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. As such
statements are based on information and assumptions
available at this time and are subject to change,
risks and uncertainties which may cause actual
results to differ materially. We assume no obligation
to update such statements. For a complete discussion
of risks and uncertainties, please refer to Slide 38
and material filed with the SEC including our most
recent 10-K, 10-Q and 8-K filings. Let's begin.

Turning to Slide 2, participating in today's call
will be Tom Hoaglin, Chairman, President and Chief
Executive Officer; and Mike McMennamin, Chairman and
Chief Financial Officer. Our presentation today is a
bit longer than usual. Since we closed the sale of
our Florida operations in mid-February, we've added
some slides and data excluding the impact of that
sale to help you better understand underlying trends
and gauge new absolute levels for some balance sheet
and income statement items to assist you in your
modeling. We think the presentation will take about
30 minutes. And we want to take your questions, so
let's get started. Let me turn the meeting over to
Tom.
PAGE 3

Mr. Hoaglin: Thank you Jay, and welcome everyone. Thanks for
joining us. As we have done before, I will begin
today's presentation with a quick review of first
quarter accomplishments from my perspective. Mike and
Jay will follow with more detailed comments. Turning
to Slide 3, we started off the year with a solid
quarter. Operating earnings per share were $0.31
consistent with our own and analysts' expectations.
We are particularly pleased with the 5% annualized
growth in loans in a very difficult environment to
grow loans. We're delighted with a 6% annualized
growth in deposits during the quarter. This
represented the third consecutive quarter of core
deposit growth.

Core deposits increased 8%, or a little over a
billion dollars from a year ago. To put that in
perspective, that growth is equivalent to roughly 90%
of the total funding required from a sale of the
entire Florida banking franchise. Credit quality
performance is mixed, as net charge-offs were up
while non-performing assets were flat and
delinquencies declined.

We entered the quarter with a strong loan loss
reserve ratio at 2%. And as expected, the sale of the
Florida operations significantly strengthened our
capital position and allowed us to commence our share
repurchase program.

Turning to Slide 4, last July we outlined a series of
strategic initiatives to move Huntington toward
improved customer service, earnings growth and higher
profitability. We are now fully into the
implementation phase. Therefore, first quarter
results include the last installment of restructuring
charges associated with the implementation of these
strategic initiatives.

We completed the sale of our Florida banking
operations and commenced a 22 million share
repurchase program.

With the Florida sale behind us, we launched a
significantly upgraded Internet banking capability.
This resulted in a completely renovated and more
customer-friendly and responsive offering. We are
over halfway toward our goal of 20% penetration in
the 520,000 households who have checking accounts
with us.


PAGE 4

We're moving to upgrade our front line banking
technology platform. A year ago, 70% of our offices
used an 18-year-old proprietary system for all teller
activity with the remaining 30% having no automated
system and using manual calculators. It's not
surprising our customer service suffered. We made a
decision last year to upgrade this technology with a
$40 million investment and expect to have this fully
rolled out around year-end.

We're also beginning to see evidence that the retail
banking sales and service initiatives begun 9 months
ago are getting traction, as the number of net new
accounts is growing, as are the number of households
we serve. We're very pleased to announce the
acquisition of Haberer, a money manager located in
Cincinnati with about $500 million of assets under
management. With those introductory remarks, let me
turn the presentation over to Mike to provide the
details.

Mr. McMennamin: Thanks, Tom.

Because Florida represented a significant part of the
company's balance sheet and income statement and is
included in the reported and operating results for
half a quarter, where it's helpful, we will discuss
results excluding Florida. Hopefully this will give
you a better sense of the current run rate.

At the bottom of Slide 6, there are two one-time
items we've excluded from reported earnings to get to
operating earnings. The first was a $57 million
after-tax gain from the sale of the Florida
operations. The second was a $37 million after-tax
restructuring charge representing the last tranche
associated with last July's strategic restructuring.

Moving to the top of this slide, first quarter net
income on an operating basis, was $77.5 million, or
$0.31 per share. Excluding Florida, this increases
slightly to $79.5 million, or $0.32 a share. Again,
excluding Florida, loans grew at a 5% annual pace
during the quarter with home equity lines and real
estate mortgages as the strongest performers. On this
same basis, deposits are up 6% marking the third
consecutive quarter of solid deposit growth. As
expected, our net interest margin increased to 4.14%
and was 4.21% excluding Florida. The efficiency ratio
is 55.7%, down


PAGE 5

slightly from the fourth quarter, and significantly
below the 62% level a year ago. Given Florida's
higher relative cost structure, excluding their
results, the efficiency ratio was even lower than
54.1% for the quarter.

As Tom indicated, credit quality represented a mixed
performance. Net charge-offs in the quarter adjusted
for the exited portfolios and Florida, totaled 100
basis points. While we anticipated a modest increase
in non-performing assets, the total declined slightly
with the current quarter representing the second
consecutive quarterly decline in the in-flow of new
non-performing assets. The loan loss reserve ratio
increased to 2% from 1.90 at the end of the last
year, and the tangible common equity ratio jumped
from 6.04% to 9.03% given the capital released from
the sale of the Florida operations. All in all, this
quarter was basically as expected, with continued
evidence of our progress in moving Huntington
forward.

Slide 7 reconciles reported versus operating
earnings.

Turning to Slide 8, in the first quarter we
recognized $56 million pre-tax of restructuring and
other charges, bringing to the total to date to $233
million. This is 8% higher than the $215 million we
had estimated last July with the increase primarily
related to additional expenses of $10 million
associated with the Florida sale, and $8 million
additional associated with the write-off of
e-commerce investments. Importantly, these are all
now behind us.

Slide 9 shows performance highlights for the first
quarter compared with the fourth quarter and the
year-ago quarter. Return on assets and return on
equity, while below acceptable levels, are gradually
moving upward. And as mentioned, completing the
Florida sale immediately increased our tangible
common equity to asset ratio above 9%.

Slide 10 compares the quarterly income statement for
the first, fourth and year-ago quarters on an
operating basis. This is a slide that we normally
focus on to understand and explain underlying trends.
However, both the fourth quarter and the year-ago
quarter include Florida results while the first
quarter includes only half a quarter of Florida
operations. To better understand underlying



PAGE 6

trends, we have supplied some additional information.
In the quarterly financial review package
accompanying our earnings release, we've added a
number of income statement and balance sheet
highlights excluding Florida, and in our conference
call slides we've added the following slide as well
as annotations to a number of others.

Slide 11 compares operating results excluding
Florida, for the first quarter and the fourth quarter
and we think this is the clearest picture of our
underlying performance trends. Compared to the fourth
quarter, net interest income declined $3.5 million
reflecting a 4% annualized increase in earnings
assets which is more than offset by decline in the
net interest margin from 4.27 to 4.21. This margin
compression was driven primarily by the reduced
benefit of the lagged re-pricing of the $2 billion
plus variable rate home equity line portfolio. Jay is
going to provide some detail on non-interest income
and non-interest expense in just a couple of minutes.

The left hand graph on Slide 12 shows the quarterly
earnings per share pattern which has been basically
flat for the last 6 quarters. The right hand graph
shows trends in pre-tax income before provision
expense and also excludes security gains. This graph
measures earnings progress before credit costs.
Pre-tax income on this basis was $161 million or 29%
higher than a year ago. Excluding Florida, it was
$159 million, or 31% higher. We're building a solid
foundation for earnings growth once this credit cycle
eases.

Slide 13 shows a steady progress in improving the net
interest margin over the last five quarters. It's
important to know that this margin expansion has
occurred at the same time we have been reducing our
interest rate risk exposure. The graph on the right
side shows the reduction in lower margin earning
assets, primarily investment securities over the last
few quarters. This movement to a richer asset mix has
been a contributor to the improvement of the net
interest margin.

Slide 14 shows average managed loan growth in the
first quarter increased 5% annualized on a linked
quarter basis, excluding Florida. As Tom mentioned,
we're very pleased with recent loan


PAGE 7

growth in this difficult environment to grow loans.
We became concerned about our ability to grow either
commercial or consumer loans late in the third
quarter of last year as economic activity weakened.
Having mortgage refinancing activity created one of
the few areas of loan demands. Therefore, we focused
on the origination of residential arm loans primarily
3/1 and 5/1 product. Since last September we have
originated and booked $600 million of these loans
with another $175 million in the pipeline. The
increase in these residential arm loans represented
85% of the total growth in average loans during the
quarter. Home equity lines were also a source of
growth and have been increasing at an annualized rate
in the high teens in the recent quarters. These
volumes are being positively impacted by the
attractiveness of lower rates as well as the
increased cross selling to our first mortgage
customers. Commercial real estate loans increased at
a 16% annualized rate in the first quarter with most
of this growth in construction loans. You'll find
additional slides segmenting this portfolio by
region, loan type and property type in the Appendix.

Not surprisingly, commercial loans have declined
reflecting the impact of this weakened economy. Auto
loans and leases were again little change during the
quarter. Loan and lease origination declined slightly
from $759 million in the fourth quarter to $699
million in the first quarter and were flat versus a
year ago. New car originations as a percentage of
total loan and lease originations increased from 54%
to 59% during the quarter. Installment loans which,
include fixed rate home equity loans continued to
shrink reflecting the current unattractiveness of
fixed rate loans.

Slide 15 - the 6% annualized growth rate in core
deposits during the quarter was encouraging and
followed a 10% growth rate in the fourth quarter and
a 15% growth rate in the third quarter. Core deposits
have increased 8% versus the year earlier quarter
after a number of quarters of zero or negative
growth. We're excited about the progress we're making
in growing core deposits. While we are obviously
benefiting from uncertainty in the financial market,
we feel a significant part of this growth is
attributable to our increased focus on the sales
management process. This growth is increasingly
important to us following the Florida sale, where
deposits that were sold exceeded loans and thus
increased our funding needs by about $1.2 billion. We
are particularly pleased


PAGE 8

with the broadbased nature of this growth. Deposits
in four (4) of our six (6) regions including both
Michigan regions, east and west, increased 10% or
more during the last 9 months.

Let me now turn the presentation over to Jay, who is
going to review non-interest income and non-interest
expense trends.

Mr. Gould: Thank you Mike.

Looking at Slide 16, non-interest trends excluding
the impact of Florida. Compared with the fourth
quarter, non-interest income increased $700,000. You
will recall that fourth quarter mortgage origination
volume was especially strong. We typically sell these
loans on a lagged basis in the secondary market. A
60% increase in mortgage banking deliveries drove the
$4.6 million increase in mortgage banking income
during the quarter. Bank owned life insurance income
increased $2.1 million from the fourth quarter.

Largely offsetting these two positives was a $4.5
million reduction in other income reflecting lower
securitization income and decreased sales of customer
derivative products. However, since some of the
linked-quarter declines reflected seasonal factors,
like the decline in deposit service charges, a more
important comparison may be the year-over-year trend
and on this basis, total non-interest income
increased 19%.

Mortgage banking and bank owned life insurance were
major contributors, but even excluding these, total
non-interest income was up $5.9 million, or 8%,
reflecting increases in all categories. Specifically,
deposit service charges increased 10% primarily
reflecting higher corporate maintenance fees as
corporate treasurers pay hard dollar fees for deposit
services rather than maintain higher demand deposit
balances in a low rate environment.

Brokerage and insurance revenue was 19% higher. The
growth in our private financial group continues to be
a real success story. The primary driver of growth
was increased annuity sales. In the first quarter,
annuity sales were $129 million, excluding Florida,
up 30% from the year-ago quarter and partially
offsetting this increase was an 11% decline in mutual
fund sales.


PAGE 9

Trust income increased $1.4 million, or 10% over the
prior year primarily reflecting increased revenue
from Huntington's proprietary mutual funds. Funds
assets excluding Florida ended the quarter at $2.7
billion, up 6% from a year earlier. The growth in
revenue reflected this growth in assets aided by the
introduction of five (5) new funds as well as fee
increases.

Partially offsetting this growth was the decline in
personal trust fees primarily due to the declining
asset values. Other service charges were up $700,000
or 8% reflecting increased ATM and debit card fees.

The only fee-income line item which declined from the
year-ago quarter was other income and this was down
$1.7 million, or 14%, due to lower securitization
income and again, the decreased sales of customer
derivative products. All in all, a very good story
regarding the progress being made in growing our
fee-based income.

Slide 17 details the change in non-interest expense
including the impact of Florida and on this basis,
non-interest expense increased $1.6 million, or 1%
from the fourth quarter. Personnel costs were up $4.2
million largely reflecting higher FICA expenses which
occur at the beginning of each year as well as higher
benefit expenses.

Outside services increased $1.7 million reflecting
higher processing costs. Marketing expenses increased
$1.9 million reflecting increased spending on a very
successful T.V. and media program.

Partially offsetting these increases were a $3
million decrease in occupancy and equipment expense,
mostly reflecting lower depreciation and a $2.3
million reduction in amortization of non-Florida
related intangibles reflecting the impact of the
implementation of FAS 142. Other expense is down
slightly from the fourth quarter and this reflected
the benefit of lower operating losses,
telecommunication expenses, professional fees and
franchise and other taxes.

Slide 18 shows the trend in our efficiency ratio
which has



PAGE 10

continued to move down from the fees in the first
quarter of last year. It was 55.7% in the first
quarter, or 54.1% excluding Florida. With those
comments, let me turn the presentation back to Mike.

Mr. McMennamin: Thanks Jay.

Slide 20 provides an overview of credit quality
trends. Although non-performing assets declined $2
million from the end of the fourth quarter, the
non-performing asset ratio increased to 1.17% from
1.05% as a result of the Florida sale, given the
lower level of non-performing assets in Florida.
Adjusting fourth quarter non-performing assets for
the Florida sale, the NPA ratio was unchanged at
1.17%. Reported net charge-offs were 111 basis
points, up from 104 basis points in the fourth
quarter. Excluding losses on businesses that we have
exited and for which reserves were established in the
second quarter of last year, adjusted net charge-offs
totaled 104 basis points, up from 98 basis points. On
the same basis, excluding Florida, adjusted net
charge-offs actually declined slightly to 100 basis
points during the quarter. I'll provide a little more
granularity in just a minute.

We are particularly pleased with the decline in
90-day plus delinquencies. Consumer delinquencies
declined to their lowest level since the first
quarter of 2000. We'll provide some more detail on
the 30-day delinquencies in just a minute. The
allowance for loan losses ended the quarter at 2%, up
from 1.90% at the end of the last year and
considerably higher than the 1.45% of a year ago.
Coverage of non-performing assets declined slightly
during the quarter to 1.71 times.

Slide 21 is new this quarter and shows the in-flow of
new non-performing assets during the quarter declined
13% from the fourth quarter. Also the first quarter
was the second consecutive quarterly decline in the
in-flow of new non-performing assets. Total
non-performing assets are still very high on an
absolute basis and could remain so for a while. But
this trend is encouraging particularly when combined
with a decline in commercial delinquencies from a
year earlier.

Slide 22 segments the non-performing assets by
industry sector. The overwhelming majority of the
$101 million increase in non-


PAGE 11

performing assets from a year ago occurred in the
service and manufacturing sectors. With the weakening
in the economic activity in recent quarters, the
Midwest service and manufacturing sectors have been
the most adversely impacted. In the manufacturing
sector reduced sales volumes, heavy overhead and
leverage capital structures have all contributed to
the problem. The service sector represents only 25%
of total commercial loans but 35% of our
non-performers and 48% of the increase in
non-performers from a year ago. Similarly,
manufacturing represents only 15% of total commercial
loans, but 26% of the non-performing loans and 48% of
the increase from a year earlier.

Net charge-offs on Slide 23 are shown on an adjusted
basis, that is, excluding the impact of any
charge-offs established in the second quarter of 2001
special charge. Adjusted net charge-offs increased to
104 basis points from 98 basis points in the fourth
quarter. As shown at the bottom right of the slide,
excluding Florida, adjusted charge-offs declined
slightly from 104 to 100 basis points. Commercial net
charge-offs declined slightly to 131 basis points
from 139 in the fourth quarter. Charge-offs continue
to be concentrated in the retail trade, manufacturing
and service sectors reflecting the broadbased nature
of the current economic downturn. The increase in
commercial real estate charge-offs was entirely
related to one credit which has subsequently been
sold in early April. Total consumer net charge-offs
were 110 basis points up from 105 in the fourth
quarter. This was driven by an 11 basis point
increase in total indirect net charge-offs from 151
to 162 basis points. On balance, the remaining
consumer lending categories were stable and
performing well.

Slide 24 shows the vintage performance of our
indirect auto loan and lease portfolios. The
performance issues of these two portfolios are very
similar. As we have stated before, vintages
originated from between the fourth quarter of '99 and
the third quarter of 2000, which is the top line on
both graphs, have performed poorly. About 20% of this
volume was underwritten with FICO scores below 640.
In contrast over the last 12 months, less than 3% of
new loan and lease originations were below this 640
FICO level.

As a rule of thumb, about 2/3 of the expected losses
on auto loans



PAGE 12

and leases occur within 24 months of origination.
Loans originated during the earlier vintages are now
18-27 months old and are at the peak or at the end of
their charge-off cycle. The performance of these
vintages in addition to the economic weakness we are
experiencing contributed adversely to the first
quarter indirect portfolio charge-offs of 162 basis
points. Importantly, charge-offs on more recently
originated vintages are running about 40% less than
the earlier vintages given comparable aging. The good
news is that the relevant negative impact on total
charge-offs from this earlier originated segment of
the portfolio will continue to diminish over coming
quarters.

Slide 25 provides another look at delinquency trends,
this time 30+ days for total loans and consumer
loans. Total loan delinquencies, 30+ days, declined
to 1.89% which is their lowest level in the last
year. The decline in consumer 30-day plus
delinquencies has been significantly more pronounced.
This decline has been broadly based across all
consumer products and credit quality bands and is
significantly more than the normal seasonal decline.
Going forward, there are four (4) factors that will
impact our consumer charge-off rates in the coming
quarters: significant declines in delinquencies that
we just talked about should be a positive factor; the
higher credit quality and the increasing significance
of the post-2000 vintages in the auto loan or lease
portfolio will continue to be a positive impact;
recent firming in used car prices, another positive
factor. However, improvements in consumer credit
quality and charge-offs have typically lagged
improvements in economic activity in past cycles.
Consumer credit quality correlates more closely with
employment trends. And employment trends may well
deteriorate over the next 1-3 quarters even as the
economy recovers, so this could be a negative factor.

Slide 26 recaps the trend in our loan loss reserve
which as we noted earlier ended the quarter at 2%.
Provision expense equaled net charge-offs of $55.8
million during the quarter after the $22 million
reduction in the reserve related to the Florida sale.
We're very comfortable with the adequacy of the
reserve particularly in light of the following
factors: first, the above-noted improvement in
delinquency trends both commercial and consumer;
second, the decline in the addition to non-performing
assets over the last two quarters; third, the
composition of current loan growth which is



PAGE 13

heavily weighted to residential mortgages with very
low expected charge-off rates; and lastly, recent
strengthening in the economy particularly as it
impacts the manufacturing economy of the Midwest.

Let me close my segment of the presentation with some
brief comments on capital. Slide 28 details the $57
million after-tax gain from the sale of our Florida
operations. This is less than $122 million after-tax
gain we'd originally estimated last July. Most of the
goodwill relating to the Florida operations was
non-deductible for tax purposes. As a result, the
book basis was greater than the tax basis or, stated
differently, the gain for book purposes was $175
million while the gain for tax purposes was
approximately $300 million, which contributed to the
higher tax and the lower after-tax book gain.

Although, turning to Slide 29, the final gain was
less than we had originally estimated, this did not
impact our projected $680 million of excess capital
generated. The offsets to the lower after-tax gain on
the sale was slower balance sheet growth from the
third quarter of last year through the first quarter
of this year. It's the excess capital generated that
impacts our ability to repurchase our stock.

Slide 30 shows capital trends with first quarter
ratios significantly bolstered by the excess capital.
Assuming continued share repurchase activity, we
estimated a tangible common equity ratio will be 7
1/2 to 8% by the end of this year.

As we already announced, the Board approved a 22
million share repurchase program in February. We
initiated activity in the open market in late
February and have purchased slightly over 3 million
shares through April 16. As previously stated, our
goal is to utilize our excess capital to repurchase a
total of $300-400 million in 2002.

We do not intend to be a purchaser at any price,
however. We will continue to monitor our stock price
and earnings valuation versus that of other peer
banks. The share repurchase had only a modest impact
on earnings per share on the first quarter as the
program was started late in the quarter. Let me now
turn the call back over to Tom for some closing
comments.


PAGE 14

Mr. Hoaglin: Thanks Mike.

In closing what you've seen is solid first quarter
results in line with expectations though, as with any
quarter, there were some plusses and minuses. The big
issue regarding future performance remains the
strength of any economic recovery and how this will
impact the markets we operate in and our customers.
Importantly, we're making progress in a number of key
areas including growth of loans and deposits,
increases in fee-income and more efficient spending
of our expense dollars even while making investments
to grow the business. At this juncture and against
the backdrop of first quarter performance, we remain
comfortable with the $1.32-$1.36 per share guidance
we gave in January.

This completes our prepared remarks. Mike, Jay and I
will be happy to take your questions. Let me turn the
meeting back over to the Operator, who will provide
instructions on conducting the question and answer
period. Operator?

Operator: At this time, I would like to remind everyone in
order to ask a question, please press star (*), then
the number 1 on your telephone keypad. We'll pause
for just a moment to compile the Q&A roster.

Your first question comes from Ed Najarian of Merrill
Lynch.

Mr. Najarian: Good afternoon guys. First of all, I want to say
great disclosure. Two questions really: first
question, any outlook on the margin and how you
expect that to trend just sort of giving sort of the
general consensus view on the rate environment going
forward; and then secondarily, would you expect the
indirect auto loan and lease losses to rise for one
or two more quarters before peaking or would you
anticipate that this quarter is the peak? Thanks.

Mr. McMennamin: Ed, it's Mike. On the margin outlook, as we
mentioned, we were 4.21% in the quarter. In the month
of March, we were 4.24%. My guess is the margin might
move just a little bit higher as opposed to a little
bit lower. I don't think that there's going to be
dramatic changes in the margin as we saw last year,
but on balance, probably a little more wind at our
back than our face.


PAGE 15

In terms of the indirect loan and lease losses, our
sense is that we are likely to see some improvement
in the next couple of quarters, obviously, the lag
history of consumer charge-offs in relationship to
the economy causes a little concern for making that
statement, but we think that the improvement in
delinquencies is an extremely powerful force and that
is very likely to lead to somewhat lower charge-offs
in the second and third quarter.

Mr. Najarian: If I could follow-up, how susceptible do you think
you are to a bit flatter of a yield curve in terms of
margin trend?

Mr. McMennamin: A flatter yield curve would hurt us somewhat but not
really very significantly. We really are pretty
balanced in terms of our interest rate exposure.
We're just slightly liability sensitive. So we get
hurt just a little bit if the curve flattened but,
again, I don't think it would be material, maybe a
few million dollars in the margin.

Mr. Najarian: Okay thank you.

Operator: Your next question comes from Michael Granger, KBW
Asset Management.

Mr. Granger: Hi guys. Just on credit quality, seems like the
comments today, the numbers, everything pretty much
is better than what you were discussing three months
ago after the year-end and also relative to the
commentary in the annual report. I'm wondering if
that is in fact the case if you feel better about
credit quality today than you did three months ago
and just kind of give us a general feel for what's
going on out there in the economy in terms of the
manufacturing sector and all the different sectors
that are in your markets.

Mr. Hoaglin: Mike this is Tom. We do feel better about credit
quality. We're mindful that it's better to err on the
cautious side than otherwise, particularly since
there still are economic uncertainties. But the signs
we've seen recently both in consumer and commercial
are encouraging to us. As far as the economy and what
we're seeing out here, it's quite positive for this
part of the world to see the major auto manufacturers
commit to higher production levels as they have done
recently. That will positively impact some of our
customers to be sure. But at the same time, as far as
manufacturing


PAGE 16

is concerned we're not seeing yet a rebound in
capital spending and in commitment of resources to
fixed capital and equipment. I think that's an
important next step in the improvement of the economy
so we're cautiously optimistic but we aren't euphoric
yet.

Mr. Granger: Just a follow-up: are either energy costs or higher
insurance rates having any negative impact as far as
you can tell on your customers?

Mr. McMennamin: Well I don't think there's any question that the
higher insurance rates are obviously a negative for
most companies' earnings. They've increased
significantly. I think that's just a fact. I don't
know how material - I don't think it's been a
material factor for companies but at the margin,
Mike, it's certainly been a negative.

Mr. Granger: Okay. Thanks very much.

Operator: Your next question comes from Roger Lister, Morgan
Stanley.

Mr. Lister: Thank you. Looking at the trends in non-interest
income, there seems to be some tremendous positives
from a year ago but not quite the same positive trend
in the first quarter versus the fourth quarter. As
you look out in the rest of the year, which of the
segments of sort of a non-interest income are you
more optimistic about or are you taking greater
confidence given what's going on so far in this year?

Mr. McMennamin: As you know, you can get seasonal factors when you're
comparing the linked-quarter. We do think that
looking at the year-over-year comparison perhaps a
little better. I think on the negative side I think
we're going to get lower levels of mortgage banking
income as we go forward. This was a very strong
quarter for us. We had, as we mentioned, a
significant increase, 60%, in deliveries which is
what creates the mortgage banking income. So I think
we'll have a little bit of wind in our face as we go
forward on that front.

We feel very good about the developments in our PFG
area, insurance and brokerage products. We feel we do
a very, very good job in this area. As we mentioned,
we had record annuity sales. Mutual fund sales were
off just a little bit but, in this kind of a choppy
economic market environment, that's not surprising.
So I



PAGE 17

think that will be an area of strength for us. I
think those would be the two major areas, I think,
going forward - deposit service charges will be more
positive influence as we go through the year than
they were on a link quarter basis where they were a
little weak seasonally.

Mr. Hoaglin: This is Tom, Roger. Mike, I think we could say that
we've been very pleased with the performance of
Huntington Funds and it's impressive to me that in,
as Mike says, a choppy market condition, we're
growing the balances in our own proprietary funds
deriving a non-interest income benefit from that. And
we think we've got a lot of momentum there.

One of the impressive things to me as CEO is that a
year ago, people in our company were saying, "Which
do you want? Do you want to grow deposits or do you
want to sell annuities at our banking centers? You
can only do one or the other." Often times, you get
that kind of response from retail bankers.

Today, what we're doing, as we pointed out earlier,
is growing deposits substantially stronger than we
did several years ago and we're hitting record levels
of annuity sales. I think it's just indicative of a
different attitude and a greater capacity that we're
now beginning to see develop in the company.

Mr. McMennamin: And I think also that strong growth in core deposit,
up a billion and a half dollars from the end of March
to the end of March this year, that's also creating a
sense of confidence in the company that we can make
things happen. That's the first time, I think, in the
last three years or before that, that deposits had
actually grown, so it's a greater sense of
confidence, I think, among the associates in the
company.

Mr. Lister: Maybe I could add just a quick follow-up: to what
extent are you also pursuing business customers to
get more their business to bolster the customer risk
adjusted returns, again, sort of the lending kind of
relationship?

Mr. Hoaglin: This is Tom. I'd said it's safe to say that a year
ago we were pretty much focusing and talking in terms
of loans and you would know, as Mike and I and our
colleagues have known for a while, that's


PAGE 18

the kind of the old way of doing business. So we've
had much greater focus during the last year on
deepening relationships with non-spread dependent
sources of income on the commercial side. We've got
lots of energy focused on that. Are we riding on all
cylinders? Absolutely not. But it's something we're
giving much more attention to, and I think we're
making progress.

Mr. McMennamin: We had a very successful deposit growth campaign in
the first quarter focusing on money market deposit
accounts, both in the small business as well as in
the retail area. That's where, if you look at that
growth in core deposits that where the growth is
coming from. We think that product is more and more
of a core product for particularly the retail and the
small business users and that that will help to
deepen the relationship. You'll notice CD's for
example which are very low margin products, are
basically unchanged I think from a year ago.

Mr. Lister: Thank you.

Operator: Your next question comes from David Hilder, Bear
Stearns.

Mr. Hilder: Good afternoon gentlemen. I was interested in Mike's
comments that though you were a buyer of your stock,
you weren't a buyer at any price and that you were
going to look at the valuation relative to other
banks. I think since the close of the Florida branch
sale, your stock has traded at anywhere from a 15-20%
premium to other regional banks that I look at, based
on cash earnings; obviously you bought back 3 million
shares. I would be interested if you would talk about
where your price sensitivity comes in or how you look
at your valuation for that.

Mr. McMennamin: David this is Mike. Our numbers would be just a
little bit different but I think we would show that
we're trading at about, perhaps, a 9% premium on a
P/E Multiple, vis-a-vis at least a group of peer
banks that we look at versus 15% plus.

We're very cognizant of how the stock is trading
vis-a-vis other banks that we think are comparable. I
would imagine there's no question that our activity
in the market has had a positive influence on the
stock price. We're interested in maximizing the value
of the performance of the stock over a longer period
of time. We think it


PAGE 19

will be imprudent if we get the stock artificially at
higher prices than it could be fundamentally
supported at, while we're in the market buying, only
to see that drop down sharply after that activity. So
we're obviously not going to tell you what price
we're buying and what price we're not, but it is
something that we pay a lot of attention to.

Mr. Hilder: Thanks very much, that's helpful.

Operator: Your next question comes from Arielle Whitman,
Sandler O'Neill.

Ms. Whitman: Hi. Great job you guys. I was just wondering if you
could comment - I know there was a question about the
net interest margin, but I thought the Florida
franchise had a much lower net interest margin and
just by divesting that aspect of the company, you
would have the net interest margin expansion.

Mr. McMennamin: Well the margin in the fourth quarter was 4.11%. The
margin in the month of March was 4.24%. The margin
got hurt if we reduced doing a quarter-to-quarter
comparison. We did get hurt versus the fourth quarter
because of the lag, either the reduced benefit of the
re-pricing on the home equity loans. I think that the
impact of moving Florida out of the company is
probably 12-15 basis points improvement in the
margin.

Ms. Whitman: Okay.

Mr. McMennamin: And just as a test of that, we're 4.11 in the fourth
quarter, 4.24 in March which is a clean month that
there's nothing special going on; Florida was out of
those numbers. That's up 13 basis points and there
was some negative impact on that month's margin just
because of the home equity re-pricing as we
mentioned. So something in that 12-15 basis point
range.

Ms. Whitman: And you're entering the quarter slightly asset
sensitive.

Mr. McMennamin: A little bit liability sensitive.

Ms. Whitman: Liability, okay. All right, thank you.

Mr. McMennamin: Thank you.


PAGE 20

Operator: Your next question comes from Fred Cummings, McDonald
Investments.

Mr. Cummings: Two questions here: first, Mike I wanted to better
understand what's going on with volumes in auto loan
and lease, the fact that the balance sheet isn't
growing. Is that a reflection of generally weaker
demand or is it a reflection of heightened
competition of you all being a little less aggressive
on pricing in those portfolios?

Mr. McMennamin: Couple of comments Fred. As we said, the total loans
are growing but it's a tough environment to grow out
of loans but this is a - as you know, the fourth
quarter and the first quarter tend to be weak on a
seasonal basis so I think we're going to see some
seasonal, just a normal seasonal pickup that we would
expect to see particularly in the second quarter.

I don't think our sense is that we're running into
any stiffer competition on the pricing front than we
have and we'll talk about one trend that we think is
interesting. We've just introduced it as you know,
we've got risk-based pricing from a credit quality
standpoint. We introduced this quarter with
risk-based pricing from a loan-to-value perspective
where if we have two customers with the same credit
quality, one who wants a loan with an 85-90%
loan-to-value, the other wants a loan with 105%,
we've cut the rate on the lower loan-to-value
customer by a significant enough amount that almost -
40-50% of our customers are now in the lower
loan-to-value range. Now the impact of that will be a
lower net interest margin on that product but we're
fairly comfortable that that will be more than offset
over a period of time by reduced charge-offs on that
product. So we think that's a good trade-off. I think
our FICO score in the first quarter was something
north of 725. I think that's going to give us a
better credit quality picture even with the getting
in recent quarters.

Mr. Cummings: Then as a follow-up, you noted that the new car
percentage of originations went from 54 to 59; is
that a focused effort on your part to increase the
new car originations as opposed to used?

Mr. McMennamin: Not necessarily a focus. I think it's more a reaction
to the low percentage of new cars that we were
financing in the fourth quarter


PAGE 21

when, as you recall, the manufacturers had the zero
percent financing out, so it's snapped back to the
59%. I think in the quarter a year ago, Fred, it was
60%, so it's about the same as it was a year ago.

Mr. Hoaglin: Fred, this is Tom. Another item I've mentioned
driving somewhat higher percentage of our total
financing is this pricing twist that Mike just
mentioned to you by rewarding, if you will, borrowers
whose loan-to-value would be lower. What that is
doing is giving the dealers incentive to direct more
good new car paper to us that we were able to compete
for in the past. So not a tremendous impact but a
contributor to that increase.

Mr. Cummings: I have one last question. With respect to the reserve
levels really looking out over the next 2-3 years
and, obviously, you're dealing with some challenging
credit issues right now. As you look out, Tom, over
the next 2-3 years in the longer term business model,
what kind of reserve levels should we expect for
Huntington to maintain looking at reserves to loans?
Your risk profile is such that I would think that it
could be in the neighborhood of 150 to 160 basis
points; is that reasonable?

Mr. Hoaglin: Well you know, Fred for quite some time, and
certainly as we entered this year we were at the
1.45% level. I suppose it would be dishonest to say
that we know exactly where that normal level should
be, but I feel quite confident in saying it's a lot
lower than 2.00% or 1.90% that we had at the end of
the fourth quarter and I'd like that it would be a
lot closer to that level that we had established over
earlier times.

Mr. Cummings: Okay. Thank you.

Operator: You have another question from Ed Najarian, Merrill
Lynch.

Mr. Najarian: Yeah, my question has been answered, thank you.

Operator: Your next question comes from Anthony Lombardi,
Merrill Lynch.

Mr. Lombardi: I wonder if you could talk a little bit more - I'm
kind of building on David and Fred's question with
respect to the credit reserves and also the
repurchase options that you have on your stock. But
can


PAGE 22

you talk a little bit about capital deployment in the
world where you're not buying potentially back as
much stock as you contemplated when your stock was a
little bit lower. You've got tremendous credit
leverage, obviously, if things continue to improve as
you just alluded to, with your reserve position and
potentially where that could go. What are you
considering in terms of capital allocations going
forward? You had a small acquisition here recently
but give us some thoughts in terms of your thinking
there.

Mr. McMennamin: Well, I think, Anthony, that the strategic focus in
terms of the capital deployment or the excess capital
initially was focused on the stock repurchase. The
feeling has been, and I think it still is, that we
need to get this company fixed, turned around, moving
in the right direction and cooking on a few more
cylinders before we were to undertake any kind of a
significant acquisition, particularly an acquisition
that would affect a significant number of areas in
the company as differentiated from an acquisition of
a money management firm that effectively won't affect
other areas of the company. So I think we, as we
mentioned, we're very cognizant of the stock price
and its relative valuation. At the end of the day, if
we have to sit with just a little bit more capital
for a little while longer, we think that's okay. We
don't want that capital to burn a hole in our pocket.

Mr. Lombardi: Great, and related to the ARM activity that you
alluded to before on originations, was that equal
strength throughout the quarter in terms of January,
February, March?

Mr. McMennamin: Probably slowed down just a little bit as rates rose
during the quarter, but it's still a good steady flow
of business and it's product we're going to continue
to emphasize. We think with this yield curve sloped
the way it is and the market betting on significant
increases in rates, we do not want to take any
significant amount of interest rate risk, but we
think the curve is structured right now that,
frankly, the market's betting on more increases in
short-term rates than we think is probably
appropriate. So we think it's a pretty reasonable
portfolio investment today for us.

Mr. Lombardi: Okay great. And I liked the comments on the detail;
thank you very much.
23

Operator: Again, I would like to remind everyone in order to
ask a question, please press star (*), then the
number 1 on your telephone keypad.

Please hold for your next question.

At this time, there are no further questions.

Mr. Hoaglin: Thank you Operator and thank you for joining us. We
really appreciate you taking the time to be with us
and we look forward to talking to you next quarter.

Operator: This concludes today's conference. You may now
disconnect.

[END OF CALL]