Exhibit 99.2



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                       HUNTINGTON BANCSHARES INCORPORATED
                        Corporate Update Conference Call
                               Leader, Jay Gould
                               December 18, 2001


















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                                                                          PAGE 2


Operator:                           Good afternoon. My name is Tina and I will
                                    be your conference facilitator today. At
                                    this time I would like to welcome everyone
                                    to the Huntington Corporate Update
                                    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 the number one 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:                          Thanks, Tina. And welcome again to everyone.
                                    Thank you for joining us today. I'm Jay
                                    Gould, Director of Investor Relations. Also
                                    participating in today's call will be Tom
                                    Hoaglin, Chairman, President and CEO, and
                                    Mike McMennamin, Vice Chairman and Chief
                                    Financial Officer. Before we begin the
                                    formal remarks, some usual housekeeping
                                    items.

                                    Copies of the slides we will be reviewing
                                    can be found on our website at
                                    huntington-ir.com. If you have difficulty
                                    finding these, please call Investor
                                    Relations at 614-480-5676. Also, this call
                                    is being recorded and will be available as a
                                    rebroadcast starting later this evening
                                    through December 28th. Please call Investor
                                    Relations for more information on how to
                                    access these recordings or playbacks, or if
                                    you have difficulty getting a copy of the
                                    slides we will be reviewing.

                                    Finally, today's discussion, including the
                                    Q&A period, may contain forward-looking
                                    statements as defined by the Private
                                    Securities Litigation Reform Act of 1995.
                                    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 14 and material filed
                                    with the SEC, including our most recent 10K,
                                    10Q or 8K filings.

                                    With that out of the way, let me now turn
                                    the meeting over to Tom. Tom?

Mr. Hoaglin:                        Thank you, Jay. And let me add my welcome to
                                    all of you. Last July we made a commitment
                                    to keep investors informed on a


                                                                          PAGE 3


                                    timely basis of performance trends and
                                    progress made on our strategic initiatives.
                                    As such, this call is scheduled to
                                    accomplish two things. First, we want to
                                    update you on fourth quarter performance
                                    trends, including two one-time items, and
                                    second, provide you with an update of where
                                    we stand regarding the building of the new
                                    Huntington. I will lead off the discussion
                                    with an overview of fourth quarter
                                    performance and a strategic update, and Mike
                                    will then follow with more details of the
                                    quarter. We want to leave ample time for
                                    your questions, so let's move ahead.

                                    Let me summarize what we want to cover today
                                    on Slide 3. We are still comfortable with
                                    the guidance given in October that we
                                    expected fourth quarter operating earnings
                                    of 29 cents to 31 cents per share. You will
                                    recall this excludes the impact of any
                                    ongoing restructuring charges related to the
                                    strategic initiatives announced last July
                                    and other one-time items. However, the
                                    economy is weaker today than it was two
                                    months ago. In addition, the length and
                                    severity of this slowdown continues to be
                                    very uncertain. As a result, net charge-offs
                                    continue to rise, and our outlook regarding
                                    future overall credit quality trends is more
                                    uncertain.

                                    We told you in October we were expecting
                                    fourth quarter net charge-offs to be in the
                                    range of 80 to 90 basis points. Today that
                                    now looks more like 103 to 105 basis points.
                                    This increase is primarily related to the
                                    deterioration in the commercial loan
                                    portfolio, and to a lesser degree, continued
                                    weakness in the consumer portfolio. We
                                    expect to report a $15-20 million, or 7 to
                                    10%, increase in non-performing assets from
                                    $210 million at September 30. This is
                                    consistent with our October guidance.
                                    Obviously, we're in the midst of the first
                                    recession in a decade and it's having a
                                    negative impact on credit quality throughout
                                    the industry as well as at Huntington.
                                    Throughout the year we have tightened our
                                    underwriting and approval processes for both
                                    the commercial and consumer areas.

                                    In addition to the fourth quarter component
                                    of the $215 million restructuring charge
                                    announced in July, the quarter will reflect
                                    two one-time items.

                                    The first is a $32 million after-tax benefit
                                    to tax expense related to the issuance of
                                    REIT preferred stock. The second, and
                                    related to the deterioration in credit
                                    quality, is a decision to add $50 million to
                                    the allowance for loan losses. In this type
                                    of environment, we


                                                                          PAGE 4


                                    think that's the prudent thing to do. This
                                    would be over and above the usual provision
                                    expense which will cover charge-offs, plus
                                    or minus any changes in period end loan
                                    balances.

                                    Our current forecast indicates total loans
                                    outstanding at year-end could be lower than
                                    levels at September 30. Mike will review the
                                    fourth quarter and these particular issues
                                    more in a moment.

                                    We are also continuing to make good progress
                                    on our strategic initiatives announced in
                                    July. Let me take the next few minutes to
                                    update you.

                                    Slide 4 - you can see that a key strategic
                                    initiative was the sale of our Florida
                                    operations. This is on track for a February
                                    closing. Recently, Sun Trust announced the
                                    divestiture of seven branches to Florida
                                    First on receipt of Justice Department
                                    approval. And today, Sun Trust received
                                    Federal Reserve approval. Importantly, we
                                    are continuing to target 2002 EPS accretion
                                    of three cents to five cents per share
                                    associated with the Florida sale and
                                    subsequent stock repurchase.

                                    On Slide 5 you see that our branch
                                    consolidation effort, likewise, is coming to
                                    a close. Originally we targeted 43 branches
                                    for consolidation. That number is now 38. As
                                    we went through detailed planning for each,
                                    with full consideration to the needs and
                                    input of local markets, we decided to keep
                                    five of them open. We have grown deposits in
                                    the consolidated branches, exceeding our
                                    more conservative assumption that deposits
                                    would decrease. I think the strong
                                    performance is an indication of the
                                    execution skill and very positive spirit we
                                    are seeing in our retail banking associates.
                                    As a result of these consolidations, the
                                    2002 non-interest expense run rate will be
                                    reduced by about $4 million.

                                    Speaking to expenses, Slide 6 shows the
                                    progress we made so far on improving our
                                    efficiency ratio this year. From a high of
                                    62% in the first quarter, it had dropped to
                                    57% in the third quarter, and we are
                                    expecting a 1-2 percentage point additional
                                    improvement in the fourth quarter.

                                    In July we noted that we were committed to
                                    taking about $40 million out of our 2000
                                    expected expense growth. We are on track to
                                    achieve this amount. Several factors
                                    contributed to this including greater
                                    discipline on capital expenditures,
                                    increased


                                                                          PAGE 5

                                    focus on personnel costs and incentive
                                    plans, and extracting more from our vendors.
                                    One example of this was the negotiation of a
                                    telecommunications contract which reduced
                                    run rate expenses by $2.3 million per year.
                                    That contract represents a 42% reduction in
                                    annual costs. We are still comfortable with
                                    our long-term efficiency goal of 48-52%.

                                    Moving to Slide 7, let me just quickly
                                    summarize the status of some of the other
                                    achievements this year. First, our
                                    management team is basically in place,
                                    certainly at the highest levels. This is a
                                    highly experienced, highly energized, and
                                    high quality team dedicated to creating
                                    shareholder value. Second, they are the
                                    leaders building Huntington's new culture.
                                    This is a culture where high quality service
                                    to customers comes first, associates are
                                    empowered to make decisions, and we all
                                    behave like owners. To help build this
                                    culture, we have introduced a sales
                                    management process in the retail bank,
                                    created an inclusive management philosophy
                                    with input and dialogue at all employee
                                    levels; including regular visits to the
                                    regions to meet with local managers,
                                    Huntington associates, customers and
                                    shareholders. And we've initiated a
                                    marketing campaign including media
                                    commercials discussing the building of a
                                    brand new Huntington.

                                    We have also sharpened our pencils and are
                                    managing our businesses by the numbers.
                                    Analyzing the profitability and growth
                                    potential of each business is a continual
                                    process, a process akin to the one leading
                                    to the Florida decision. We are improving
                                    our internal financial reporting, pushing
                                    performance responsibility and
                                    accountability down to the business unit
                                    level, including the retail branch level
                                    next year. Fourth, we've strengthened our
                                    balance sheet this year. This includes
                                    reducing the portfolio of lower margin
                                    assets, continuing to limit interest rate
                                    risk exposure, bolstering loan reserves, and
                                    tightening credit standards. Lastly, we are
                                    focusing on improving the returns of our
                                    businesses through attention to costs,
                                    improving customer cross-sells, and better
                                    market penetration within our current
                                    footprint. I firmly believe you will
                                    continue to see evidence of the progress
                                    we're making in coming quarters as this
                                    momentum builds, and especially when the
                                    economy begins to strengthen.

                                    With those comments, let me now turn the
                                    call over to Mike to review the fourth
                                    quarter trends. Mike?


                                                                          PAGE 6



Mr. McMennamin:                     Thanks, Tom. Slide 9 provides a recap of
                                    some of the expected fourth quarter
                                    performance highlights compared with the
                                    third quarter. Tom noted our operating
                                    earnings per share are expected to be 29 to
                                    31 cents. The annualized growth rate in
                                    average loans is expected to be 2 to 3%
                                    during the quarter versus 7% in the third
                                    quarter. This growth is concentrated in
                                    three portfolios: commercial real estate,
                                    residential real estate, and home equity
                                    lines. Indirect auto loans and leases will
                                    be up slightly for the quarter, while
                                    average commercial and automobile floor plan
                                    loans should be down.

                                    Turning to deposits, the third quarter
                                    growth rate in average core deposits was
                                    particularly strong given the deposit
                                    campaign that we conducted in that period.
                                    We are still seeing deposit growth at a
                                    respectable 6 to 7% rate in the current
                                    quarter however.

                                    The net interest margin is expected to
                                    expand 6 to 10 basis points, reflecting the
                                    benefits of a lower interest rate
                                    environment on our slightly
                                    liability-sensitive interest rate risk
                                    position. Expenses are expected to be down
                                    slightly. As a result, we anticipate a one
                                    to two percentage point improvement in the
                                    efficiency ratio. Lastly, and as Tom
                                    mentioned earlier, the loan loss reserve
                                    ratio will increase from 1.67% at September
                                    30th to 1.90% at year-end. I will provide
                                    more credit quality comments in just a
                                    moment.

                                    Turning to Slide 10, as mentioned, fourth
                                    quarter results include two one-time items.
                                    In 1998 Huntington set up a wholly-owned
                                    REIT subsidiary to consolidate real estate
                                    assets in a separate entity that could be
                                    used in the future to raise Tier 1 capital
                                    and also provide some potential tax
                                    benefits. The REIT currently holds most of
                                    our mortgage-related assets, consisting of
                                    commercial real estate and residential
                                    loans.

                                    At September 30th, the REIT had $7.2 billion
                                    of assets. In the fourth quarter, and in
                                    addition to the normal REIT activity, we
                                    added $400 million of assets with the REIT
                                    issuing $400 million in preferred stock, $50
                                    million of which was subsequently sold to
                                    the public, with the remaining $350 million
                                    held in a Huntington subsidiary. The sale of
                                    the preferred stock to the public served to
                                    increase our tier one regulatory capital by
                                    $50 million. Given the REIT structure, this
                                    also resulted in a permanent tax benefit of
                                    $32 million, which will be reflected in our
                                    fourth quarter financials.


                                                                          PAGE 7


                                    The other one-time item was a decision to
                                    make a $50 million pre-tax addition to the
                                    allowance for loan losses. We believe this
                                    is prudent given the current uncertain
                                    economic outlook and deteriorating credit
                                    quality trends. Importantly, this is on top
                                    of the usual quarterly provision and covers
                                    net charge-offs and any changes in
                                    period-end loan balances. As a result, our
                                    loan loss reserve will end the year at 1.90%
                                    versus 1.67 at September 30th, and 1.45 at
                                    the end of the first quarter.

                                    Turning to Slide 11, as Tom noted, credit
                                    quality trends deteriorated further during
                                    the quarter. Net charge-offs are expected to
                                    be in the 103 to 105 basis point range, well
                                    above the 80 to 90 basis point guidance we
                                    gave in October. This includes 7 basis
                                    points of charge-offs for loans in
                                    businesses we have exited and where reserves
                                    were established in the second quarter
                                    special charge. That is sub-prime auto and
                                    truck and equipment loans.

                                    Commercial charge-offs will increase
                                    significantly with 85% of total commercial
                                    charge-offs represented by four specific
                                    credits. To a lesser degree, auto loan and
                                    lease losses are also expected to increase.
                                    This reflects the weakening consumer balance
                                    sheet, softening of used car prices in the
                                    quarter, and seasonal trends where fourth
                                    quarter and first quarter losses are
                                    typically 10 to 20% higher than those
                                    experienced in the second and third quarters
                                    of the calendar year. We are encouraged,
                                    however, to see some recent firming in used
                                    car prices over the last three to four
                                    weeks.

                                    Non-performing assets are expected to
                                    increase 7 to 10%, or $15 to 20 million.
                                    This is consistent with the +10% guidance
                                    that we gave you in October. The
                                    non-performing asset ratio will increase to
                                    104 to 108 basis points from 97 basis points
                                    in the third quarter. And as mentioned, our
                                    loan loss reserve ratio will end the year at
                                    1.90%.

                                    As we approach the closing of the Florida
                                    sale, we want to keep you abreast on the
                                    financial dimensions of the transaction as
                                    you do your modeling. Slide 12 shows that
                                    coming off our balance sheet will be about
                                    $2.7 billion of loans in Florida, and $4.7
                                    billion in deposits. Earnings per share
                                    accretion in 2002 is expected to be in the
                                    three to five cent range from the sale and
                                    the subsequent repurchase of stock.

                                    The bottom of the slide shows that we expect
                                    this transaction to


                                                                          PAGE 8


                                    throw off over $600 million in excess
                                    capital that will be available for share
                                    repurchase, given our targeted minimum
                                    tangible common equity ratio of 6.5%. We
                                    still expect to spend $300-400 million on
                                    the buy-back program next year.

                                    Before I turn this back to Tom, let me make
                                    one final comment. The charge-off
                                    performance this quarter is obviously
                                    disappointing, but it's important to note
                                    that we still expect to hit our earnings
                                    projection while absorbing higher net
                                    charge-offs in the quarter. With those
                                    comments, let me turn this back over to Tom
                                    for final remarks.

Mr. Hoaglin:                        Thanks, Mike. As we head into the Q&A
                                    period, here are the main points I hope
                                    we've made. First, fourth quarter estimated
                                    operating earnings per share remains
                                    consistent with our prior guidance. In these
                                    uncertain times, strengthening the balance
                                    sheet is the prudent decision. Importantly,
                                    this was done without any negative impact to
                                    our earnings run rate. Further, our
                                    strategic initiatives remain fully on track,
                                    and the company is increasingly energized by
                                    our progress.

                                    One last comment before Q&A, regarding our
                                    2002 outlook, we intend to provide guidance
                                    when we discuss our fourth quarter
                                    performance next January. Thanks for your
                                    understanding. This completes our prepared
                                    remarks. Mike and I will be happy to take
                                    your questions.

Mr. Gould:                          Operator, we're ready for questions.

Operator:                           At this time I would like to remind
                                    everyone, in order to ask a question, please
                                    press the number one on your telephone
                                    keypad. Please hold for your first question.
                                    Your first question is from Fred Cummings of
                                    McDonald Investments.

Mr. Cummings:                       Good afternoon. I have two quick questions.
                                    First, what would your normalized tax rate
                                    be excluding the benefit that you're going
                                    to receive this quarter, Mike? On a fully
                                    tax equivalent basis, it looks like last
                                    quarter is around 27%.

Mr. McMennamin:                     Fred, it would be around 26% on an operating
                                    basis, excluding these special transactions.

Mr. Cummings:                       Okay. And then secondly, on the charge-off
                                    side you noted that


                                                                          PAGE 9


                                    this was commercial. Can you comment on
                                    what's going on with - were any of these
                                    charge-offs of these four larger credits you
                                    mentioned related to commercial real estate.

Mr. McMennamin:                     No, none of them were. Two of the credits
                                    were manufacturing. Three of the credits
                                    actually were manufacturing or
                                    manufacturing-related, and the other credit
                                    was in the retailing area. No commercial
                                    real estate.

Mr. Cummings:                       Okay.  Thank you.

Operator:                           Your next question comes from Jeff Davis of
                                    Midwest Research.

Mr. Davis:                          Good afternoon. A follow-up question to
                                    Fred's question. One is on the tax rates. Do
                                    we have a permanent reduction going forward
                                    with the recap of the REIT?

Mr. McMennamin:                     No, the tax rate going forward - the tax
                                    rate for the year has been about 26% going
                                    forward. It will be in the high 20's. We
                                    will not have a permanent reduction on an
                                    ongoing basis. This is a one-time
                                    transaction.

Mr. Davis:                          Okay. And then just a little on the
                                    technical side of the transaction. Are the
                                    assets that are being contributed to the
                                    REIT, is their market value under their tax
                                    basis allowing you to in effect mark it to
                                    market and capture a $32 million tax
                                    benefit? Is that the gist of the
                                    transaction?

Mr. McMennamin:                     That's exactly correct. The tax basis would
                                    exceed the fair market value of the assets
                                    that were contributed.

Mr. Davis:                          Okay. And then just a little further. Is the
                                    preferred that is sold to the public, that's
                                    now going to show up in our financials as a
                                    minority interest?

Mr. McMennamin:                     Yes, that's correct - $50 million. And that
                                    does count as Tier 1 capital for us.

Mr. Davis:                          Okay. And I know certainly we've seen some
                                    of these transactions - Regions (Bank) has
                                    used these. Is this something that you have
                                    to get a letter ruling from the Service or a
                                    tax opinion from your accountant if the
                                    (Internal Revenue) Service doesn't come back
                                    and say it's some sort of wash transaction?


                                                                         PAGE 10


Mr. McMennamin:                     No, you do not get a letter of ruling from
                                    the IRS on this. You certainly do get tax
                                    opinions.

Mr. Davis:                          Okay.  Very good.  Thank you, gentlemen.

Mr. McMennamin:                     Thank you.

Operator:                           Your next question comes from Jim Agah from
                                    Millennium Partners.

Mr. Agah:                           Good morning, gentlemen - or afternoon. A
                                    couple of questions for you. First, I really
                                    don't agree that you consider - this is more
                                    of a comment than a question - but I don't
                                    agree that you can consider a one-time
                                    increase in provisions to be one-time in
                                    nature. It's part of your ongoing business
                                    of running a bank, managing credit. But my
                                    first question has to do with Florida. It
                                    says on page 12 that you have now expected
                                    EPS accretion of three to five cents versus
                                    your July presentation which was two to six.
                                    So you're tightening up the reins there in
                                    terms of expected accretion?

Mr. McMennamin:                     That's correct.

Mr. Agah:                           And, Mike, you said that you expect $300
                                    million of repurchases in 2002?

Mr. McMennamin:                     I think what we have said is that we expect
                                    to repurchase $300 to $400 million.

Mr. Agah:                           Three to four hundred million? So that EPS
                                    accretion comes from that, not the $600
                                    million plus that's highlighted on page 12.

Mr. McMennamin:                     That's correct.

Mr. Agah:                           Okay. And then in terms of 2002, I know you
                                    guys want to speak to it in January, but
                                    your assumptions at the time of the July
                                    meeting were 55 basis points in net
                                    charge-offs.

Mr. McMennamin:                     I think they were 65, but go ahead. I think
                                    when we provided earnings guidance for the
                                    second half and for 2002 at that time, we
                                    assumed 65 basis points for both time
                                    periods.

Mr. Agah:                           That's right. I stand corrected. So if
                                    there's 65 basis points - were


                                                                       PAGE 11


                                    your original assumptions for '02, and the
                                    current fourth quarter run rate is
                                    substantially higher than that, you need a
                                    big drop in net charge-offs to effectively
                                    get to those numbers, assuming no change in
                                    provision.

Mr.McMennamin:                      Well, the environment certainly has changed
                                    from July when we made those projections.
                                    And while we really don't want to get into
                                    2002 projections and assumptions today,
                                    suffice it to say that I think our
                                    charge-off assumptions would be higher than
                                    those that we had projected in July.

Mr. Agah:                           Okay.  And then lastly -

Mr. Hoaglin:                        Jim, I was just going to comment that
                                    clearly in the fourth quarter our charge-off
                                    projections were much higher than we assumed
                                    they would be in July also. But there were a
                                    number of other things that were much
                                    stronger which served to counteract the
                                    impact of the higher charge-offs, meaning a
                                    much higher margin, expenses were
                                    considerably lower. All I want to offer is
                                    that there are a lot of really good things
                                    happening in the business which do not serve
                                    to dampen our spirits as we face higher
                                    charge-offs.

Mr. Agah:                           Right. I agree. The last question I was
                                    going to ask is actually two parts. The fact
                                    that you're now closing fewer branches - 38
                                    as opposed to 43 - are you going to lower
                                    the restructuring charges that still have to
                                    come through in Q4?

Mr. McMennamin:                     The restructuring charges, we have not yet
                                    determined those for the fourth quarter, and
                                    also obviously for the first quarter. So
                                    that's a decision yet to be made.

Mr. Agah:                           Okay. And then lastly, the $4 million - I
                                    was going through the stuff, Mike - does the
                                    $4 million annual non-interest expense saved
                                    from the branch closings - does that - has
                                    there been any change from the July
                                    presentation when you showed your expected
                                    savings or not?

Mr. McMennamin:                     Jim, it's probably down $1 million. I don't
                                    remember the exact number we use, but
                                    perhaps down slightly from the fewer number
                                    of branches, but not substantively.

Mr. Agah:                           Okay. Good luck, guys. Thanks.


                                                                         PAGE 12


Mr. McMennamin:                     Thank you.

Operator:                           Your next question comes from Derrick
                                    Connally from Boston Partners.

Mr. Connally:                       I did not intend to enter the queue. Thank
                                    you.

Mr. Gould:                          Thanks, Derrick.

Operator:                           Your next question comes from Barry Cohen of
                                    Maverick.

Mr. Cohen:                          Good evening, gentlemen. Just a couple of
                                    questions just for clarification. Can you
                                    explain to me the mechanics of how income
                                    from the assets being put into the REIT will
                                    flow through to the bank? That would be my
                                    first question - if at all.

Mr. McMennamin:                     The REIT is a second tier subsidiary of the
                                    bank and it's wholly owned. So the income
                                    from the REIT flows through the bank's
                                    income and therefore through the
                                    corporation's earnings. So if you looked at
                                    an organization structure, you would have
                                    HBI, the holding company. Right under that
                                    you would have Huntington National Bank, and
                                    then under that you would have a series of
                                    subsidiaries which would include the REIT.
                                    So it just flows right up through the bank
                                    and then through the parent company.

Mr. Cohen:                          Now is that going to come in - I guess
                                    really the question I'm asking to a certain
                                    extent is that you're effectively an equity
                                    holder in this. And are you going to flow
                                    this through your net interest margin or are
                                    you going to flow this through your fee
                                    side?

Mr. McMennamin:                     No, this flows through the net interest
                                    margin. From the reporting standpoint, it's
                                    transparent as to - you get exactly the same
                                    accounting treatment as if the bank owned
                                    the assets or the subsidiary owned the
                                    assets -

Mr. Cohen:                          Okay.

Mr. McMennamin:                     - in terms of geography of the income and
                                    expense.

Mr. Cohen:                          Okay. And the other thing is I was
                                    wondering, in your presentation in July, you
                                    gentlemen went to some great lengths to
                                    describe reinvigorating Michigan and also
                                    your depository offerings. And I was
                                    wondering if you can kind of give us an
                                    update a little bit on


                                                                         PAGE 13


                                    Michigan? And also, what exactly is the
                                    offering package that you're putting out
                                    there for checking accounts and for bringing
                                    in deposit rates outside of - now that
                                    Florida was sold?

Mr. Hoaglin:                        Barry, this is Tom Hoaglin. In Michigan, we
                                    have two regions, one East Michigan, so
                                    that's the Detroit suburbs, and the other,
                                    West Michigan, which would include the Grand
                                    Rapids/Holland area and points north up to
                                    Traverse City. Both regions have new
                                    leadership this year. East Michigan received
                                    a new leader, Bruce Nyberg, in April. And
                                    Jim Dunlap, who was running our Florida
                                    region, moved to West Michigan at the end of
                                    August. I can tell you that in both cases,
                                    the new leaders have really re-energized,
                                    re-invigorated what we're doing up there.
                                    We're seeing very positive business trends
                                    that we had not seen previously.

Mr. Cohen:                          When you say business trends, could you be a
                                    little more specific. Are they on the loan
                                    side or the account growth side?

Mr. Hoaglin:                        Certainly on the account growth side, the
                                    deposit side. But we're also getting lots of
                                    additional loan opportunities. So it just
                                    gives us confidence that we're going to be
                                    able to reverse the trend, particularly in
                                    West Michigan, that we experienced up until
                                    now. So we feel pleased about how that's
                                    coming along.

                                    One change that we've instituted - I guess
                                    it was September - is on the small business
                                    side where we now offer what we call
                                    business banking bundles, bundles of
                                    services, making it much more attractive for
                                    small business owners to do business with
                                    us, both in pricing and in breadth of
                                    services. That includes deposit products. We
                                    have been offering free checking, a free
                                    checking product in all of our markets,
                                    including Michigan, money market accounts.
                                    We've had very attractive pricing throughout
                                    the last several months, and have recently
                                    introduced on the CD side, what I would call
                                    kind of a step pricing CD, so the customer
                                    gets an option as to a certain rate if your
                                    CD stays for a year, and a different rate at
                                    two years, a different rate at three years.
                                    That's been met with a great positive
                                    reaction by consumers. So lots is happening
                                    on the deposit product front.

Mr. Cohen:                          Okay. And I was going to ask one question
                                    about that, but I can do it off-line. My
                                    other one had to do with auto, and I was
                                    wondering if you could give us a little
                                    flavor of what's happening there in your
                                    auto book. And specifically - this might not
                                    be the right



                                                                         PAGE 14


                                    question, but I've never asked this so I
                                    figured I would. A number of people who are
                                    involved with the primary auto manufacturers
                                    and the zero financing down will actually
                                    get paid by the auto manufacturer a floating
                                    rate above prime or something along those
                                    lines. But sometimes residual guarantees,
                                    sometimes now. And I was wondering if you
                                    were involved in any of the dealer programs
                                    with them?

Mr. McMennamin:                     To my knowledge we are not involved in those
                                    programs. I'll talk just a little bit about
                                    the auto business. It's obviously been an
                                    interesting business over the last 60 days
                                    as the 0% financing programs have been
                                    introduced by the domestic auto
                                    manufacturers. In October our volume was
                                    really not adversely effected. Our volume
                                    was actually at plan - what we had planned
                                    late in 2000 - about $300 million - to put
                                    it in perspective. In November, our volume
                                    was down about 10% from plan. It was down to
                                    about $250 million, so we did get adversely
                                    impacted there. The mix of our business has
                                    changed somewhat. We would have - earlier
                                    this year the percentage of our production
                                    in new cars as opposed to used cars would
                                    have been about 45%. In September, that was
                                    41%. In October, it dropped to 33%, and in
                                    November, the percentage of new cars in our
                                    production dropped to 28%. So we've got a
                                    little different mix between new and used
                                    cars. Our volume has been adversely impacted
                                    somewhat, but we think that the pricing
                                    within the market, albeit, with somewhat
                                    lower volumes, has been reasonably
                                    attractive.

Mr. Cohen:                          And does that play into roles in terms of
                                    what your outlook is going to be for loss
                                    rates a year from now, assuming a severity
                                    change?

Mr. McMennamin:                     Well, I guess I'm really not prepared to
                                    talk about that right this second in terms
                                    of what our loss rates might be a year from
                                    now.

Mr. Cohen:                          Okay. I appreciate your time. Thank you very
                                    much.

Mr. McMennamin:                     Thank you.

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

Mr. Cummings:                       As a follow-up, Tom, can you talk about the
                                    mix of the charge-offs this quarter? You may
                                    have mentioned it earlier, but I might have


                                                                         PAGE 15


                                    missed it - the write-down between
                                    commercial and consumer?

Mr. McMennamin:                     Fred, this is Mike. There was a much heavier
                                    mix towards the commercial area this time. I
                                    really don't want to get into all the
                                    numbers, but the consumer charge-offs total
                                    will be up somewhat versus the third
                                    quarter, but the big change - the big
                                    increase really was on the commercial front.

Mr. Cummings:                       And, Mike, one last question. I don't know
                                    if you can talk about it, but obviously
                                    you're going to be taking a pretty big gain
                                    in February when the Florida deal closes.
                                    Have you thought about how you might
                                    allocate that gain with respect to further
                                    reserve building?

Mr. McMennamin:                     We really haven't. We obviously have thought
                                    about it, Fred, but I don't think it's
                                    something we'd want to talk about right now.
                                    We certainly will take a look at the credit
                                    picture at that point and the risk profile
                                    of the portfolio, and make what decisions we
                                    think are obviously appropriate. But as of
                                    right now, I don't think we'd be - we'd be
                                    speculating about what we might or might not
                                    do in February.

Mr. Hoaglin:                        Fred, this is Tom. We just very much
                                    continue on our game plan as previously
                                    announced of proceeding with our stock
                                    purchase plan and rebuilding our tangible
                                    equity position up to 6.5%. That hasn't
                                    changed at all. So we're trying to be very
                                    consistent with what we articulated back in
                                    July.

Mr. Cummings:                       Okay. Thank you.

Mr. McMennamin:                     You might be interested in some of the
                                    numbers or projections on our capital ratio
                                    because that is obviously very important,
                                    and those numbers will change significantly
                                    in 2002. We'll end up after the sale with a
                                    tangible common equity asset ratio of over
                                    9%. And even after buying about $350 million
                                    of stock, which is just the mid-point, that
                                    tangible common equity ratio at the end of
                                    2002 is probably in the 7.5 to 7.75% range.

Operator:                           Your next question comes from John Balkind
                                    of Fox Pitt.

Mr. Balkind:                        Hi, Tom. Hi, Mike. Just a couple of quick
                                    questions. One, in terms of the reserve,
                                    you're building it up to 1.90%. Could you
                                    talk about what your unallocated piece is,
                                    and sort of the split on


                                                                         PAGE 16


                                    what that's going towards, and are we going
                                    to see it maintained up at that level going
                                    into next year? Is it going to run back down
                                    as it gets allocated to specific credit? And
                                    then the second question is could you talk a
                                    little bit about your budget process for
                                    '02? Are you complete with it right now?

Mr. McMennamin:                     John, in terms of the unallocated, I really
                                    don't want to get into that today. In terms
                                    of the budget process, obviously the events
                                    of the last couple of months have changed
                                    the timing of that process I think for a lot
                                    of people. We're finishing up the final
                                    pieces of the budget as we speak, and we'll
                                    be prepared to talk about that in the
                                    January earnings call.

Mr. Hoaglin:                        John, this is Tom. I feel really good about
                                    our budget process this year. I think
                                    without being too unfair about the past,
                                    there probably wasn't nearly as much effort
                                    in the past put into kind of a bottoms up
                                    view. So that I think we are developing a
                                    pretty clear understanding about how we
                                    accomplish our objectives next year - the
                                    path in each of our businesses. So as we put
                                    the finishing touches on this and give you a
                                    guidance in January about 2002, I think
                                    we're going to really understand far more
                                    than we have in the past about how to get to
                                    our objectives.

Mr. Balkind:                        Great. And then I guess just lastly, in
                                    terms of the 1.90%, do you think we will
                                    keep it up at this level or will we see this
                                    come back in earnings next year?

Mr. McMennamin:                     Well, John, this is Mike. I think really to
                                    comment on that would really be to
                                    speculate. We don't know what the economic
                                    environment and what the risk profile - the
                                    portfolio will look like as we go through
                                    the year. We think 1.90% is a reasonably
                                    lofty reserve, but I don't think we'd be
                                    prepared to talk about it. We also would
                                    have told you three months ago - we did tell
                                    you 1.67% we thought was a very appropriate
                                    level, and we felt that very strongly at the
                                    time. So I think that can change pretty
                                    significantly. I just don't think we would
                                    have any comment on it right now. We really
                                    don't know.

Mr. Balkind:                        Okay. And I guess just one last thing if I
                                    can. In terms of the Michigan competition.
                                    With Fifth Third just finishing up in the
                                    Grand Rapids market in terms of their
                                    conversions, are you seeing any shifts in
                                    their customer base, or are you getting any
                                    increased opportunities? And is the totally
                                    free checking in response to what


                                                                         PAGE 17


                                    they typically do in a market or is that
                                    something that you're implementing
                                    throughout the Huntington system?

Mr. Hoaglin:                        We've implemented - John, Tom - we've
                                    implemented the free checking product
                                    throughout Huntington markets. We are
                                    getting opportunities in the Michigan area.
                                    Fifth Third is a good, tough competitor, but
                                    we are getting good opportunities where we
                                    had not seen those previously for some
                                    additional relationships. We're pleased
                                    about that.

Mr. Balkind:                        Great. Thanks, guys.

Operator:                           Your next question comes from Jeff Davis at
                                    Midwest Research.

Mr. Davis:                          My follow-up has been answered. Thank you.

Mr. Gould:                          Operator, are there any more questions?

Operator:                           No, sir, there are no further questions.

Mr. Gould:                          Okay.  Tom?

Mr. Hoaglin:                        Thanks very much to one and all for joining
                                    us, and we look forward to talking with you
                                    again in January, and happy holidays.

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