EXHIBIT 99.2




                       HUNTINGTON BANCSHARES INCORPORATED
                                 CONFERENCE CALL
                             LEADER, MIKE McMENNAMIN
                                JANUARY 18, 2002


                                                                          PAGE 2



Operator:           Good afternoon. My name is Jeff, and I will be your
                    conference facilitator today. At this time I would like to
                    welcome everyone to the Huntington Bancshares fourth quarter
                    earnings results conference call. All lines have been placed
                    on mute to prevent any background noise. After the speakers'
                    remarks there will be a question and answer period. If you
                    would like to ask a question during that time, simply press
                    the number one on your telephone keypad, and questions will
                    be taken in the order they are received. If you would like
                    to withdraw your question, press the pound key. Thank you.
                    Mr. Gould, you may begin your conference.

Jay Gould:          Thank you, Jeff. And welcome to today's conference call. I'm
                    Jay Gould, Director of Investor Relations. Before formal
                    remarks we have the usual housekeeping items. Copies of the
                    slides that we will be reviewing can be found on our
                    website, huntington-ir.com. This call is also being recorded
                    and will be available as a rebroadcast starting later this
                    evening through the end of the month. 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 copies of the slides.

                    Today's discussion, including the question and answer
                    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 24 and material filed with the SEC, including
                    our most recent 10-K, 10-Q, or 8-K filings. Let's begin.

                    Participating in today's call will be Tom Hoaglin, Chairman,
                    President, and CEO; and Mike McMennamin, Vice Chairman and
                    Chief Financial Officer. Let me turn the meeting over to
                    Tom.

Tom Hoaglin:        Thank you, Jay. Welcome, everyone. Thanks for joining us
                    today. I'll begin today's presentations with a quick review
                    of fourth quarter highlights. Mike and Jay will follow with
                    more detailed comments.

                    I want to leave you with some high level impressions
                    regarding our


                                                                          PAGE 3



                    fourth quarter performance. First, our earnings of $.30 per
                    share met expectations in a difficult credit environment.

                    Second, as we announced in December, we strengthened our
                    loan loss reserves to 1.90%, up significantly from 1.67% at
                    the end of the third quarter and from 1.45% at March 31.

                    Third, we were pleased with a two percent revenue growth
                    during the quarter and over eight percent year-over-year.
                    The revenue growth was accomplished in spite of earning
                    assets that were flat versus the third quarter and down two
                    percent from the year-ago quarter.

                    Fourth, we continue to make progress at improving operating
                    efficiency as evidenced by the third consecutive quarterly
                    decline in our efficiency ratio to 55.8%. You'll recall that
                    we were at 62% in the first quarter of this year. Every one
                    percent improvement in our efficiency ratio equates to
                    approximately four cents per share.

                    In summary, we continue to move ahead in implementing the
                    strategic initiatives announced last July. We're pleased
                    with the progress we're continuing to see in deposit growth,
                    margin expansion, fee income generation, and expense
                    control. Our employees are engaged and enthusiastic, and
                    we're making progress in improving our financial
                    performance. But there is still much to do.

                    For the foreseeable future we expect to continue to be
                    operating in a weak economic environment and, therefore,
                    expect to be challenged by continued high levels of net
                    charge-offs and non-performing assets. We will discuss our
                    views on this later.

                    Staying focused on fourth quarter performance, let me turn
                    the presentation over to Mike who will provide more detail.

Mike McMennamin:    Thanks, Tom. Turning to slide four, fourth quarter operating
                    earnings were $.30 per share, consistent with the guidance
                    given at the end of the third quarter and reaffirmed in our
                    December 18th announcement. Importantly, it was achieved
                    despite higher credit costs and reflected improvement in
                    other areas of the company.


                                                                          PAGE 4



                    In many respects the fourth quarter represented a
                    continuation of trends noted in the third quarter. Compared
                    with the third quarter, deposits grew at an annualized seven
                    percent rate. Revenue excluding security gains was up two
                    percent for the quarter and was up eight percent versus the
                    prior year quarter.

                    The net interest margin expanded seven basis points to
                    4.11%. This represented the fourth consecutive quarterly
                    increase from the low of 3.70% in the year-earlier quarter.
                    The efficiency ratio improved to 55.8%, the third
                    consecutive quarterly improvement. This reflected both
                    revenue growth and a decline in expenses.

                    As announced in December, credit quality deteriorated
                    consistent with our guidance. Specifically, the net
                    charge-off ratio increased to 1.04% of loans and
                    non-performing assets increased $17 million.

                    Also as announced on December 18th, the quarter included two
                    nonrecurring items. The first was a $32 million after tax
                    reduction in tax expense related to the issuance of $400
                    million of REIT preferred stock of which $50 million was
                    issued to the public. Offsetting this was a $50 million
                    pretax addition to the loan loss reserve. At year end the
                    reserve ratio was 1.90%, up from 1.67% at September 30th and
                    1.45% a year ago.

                    Slide five reconciles reported versus operating earnings.
                    You'll recall that we break out performance in this manner
                    so we can see how underlying performance is tracking
                    excluding the impact of the restructuring and other charges
                    associated with the strategic repositioning announced last
                    July. This quarter we have also excluded the impact of the
                    two fourth quarter items.

                    As Tom mentioned, earnings per share on an operating basis
                    were $.30. Reported earnings per share were $.26. We'll
                    comment more on these trends in a just a moment.

                    Turning to slide six, in the fourth quarter we recognized an
                    additional $15 million pretax of restructuring and other
                    charges bringing the total to date to $177 million pretax.
                    The $15 million charge during the quarter included the final
                    branch consolidation costs and other legal, accounting, and
                    other operational costs.


                                                                          PAGE 5



                    Slide seven shows performance highlights for the fourth
                    quarter compared with the third quarter and the year-ago
                    quarter. Most of this we've already commented on, so I just
                    want to focus on our capital position.

                    In spite of the $177 million of pretax restructuring and
                    other charges recognized in 2001, our tangible equity to
                    asset ratio has improved slightly from 5.87% to 6.04% during
                    the year. Completing the Florida sale will immediately
                    increase this ratio above nine percent.

                    Slide eight compares the quarterly income statement for the
                    fourth, third, and year-ago quarters. Compared to the third
                    quarter, net interest income increased $5.5 million
                    reflecting a higher net interest margin as earning asset
                    levels were essentially flat.

                    Non-interest income, excluding security gains, was up $3.6
                    million, and expenses were down $1.5 million.

                    The interesting comparison is the current quarter versus
                    last year. Despite a $25.7 million increase in provision
                    expense, seven cents per share, net income was essentially
                    flat from the year-ago quarter. The deterioration in credit
                    quality has masked significant improvements in other areas
                    of our performance.

                    Examples of progress from a year ago include net interest
                    income up $22 million, or 10%, despite a two percent decline
                    in earning assets reflecting a more efficient balance sheet
                    and a wider net interest margin.

                    Non-interest income, up three percent. However, non-interest
                    income increased nine percent if you exclude from both
                    periods the impact of securitization-related income.
                    Securitization-related income was $2.7 million in the fourth
                    quarter and $10 million in the year-ago quarter.

                    And while expenses were up two percent or 3.4 million,
                    revenues increased $25.3 million. We've made significant
                    progress in improving our operational efficiencies.


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                    Slide nine shows a steady progress in net interest income
                    and the margin over the last year. The increase in the
                    margin was driven by a planned reduction in lower margin
                    earning assets, primarily investment securities; an increase
                    in net free funds, primarily reflecting tighter controls on
                    branch and ATM cash and increased demand deposits; greater
                    discipline on the pricing side for both deposits and loans;
                    a slightly liability sensitive balance sheet; and a period
                    of declining interest rates.

                    Turning to slide ten, the average managed loan growth
                    numbers on this slide have been adjusted for the impact of
                    acquisitions, securitization activity, and asset sales.
                    Average managed loan growth slowed to a two percent
                    annualized rate during the quarter, down from the seven
                    percent annualized growth rate in the third quarter. Loans
                    were five percent higher than a year ago.

                    Home equity lines have been an area of focus and a source of
                    growth for Huntington. They have been increasing at an
                    annualized rate in the high teens in recent quarters. These
                    volumes are being positively impacted by the attractiveness
                    of the lower rates as well as an increased cross-selling
                    success to first mortgage customers during this period of
                    heavy refinance activity.

                    Commercial real estate loans increased at an 18% annualized
                    rate in the fourth quarter, following a 16% annualized rate
                    in the third quarter, and were 10% higher than a year ago.
                    Construction loans account for most of this growth and
                    reflect the funding of commitments made 9 to 18 months ago.
                    This activity is exclusively within our footprint and with
                    long-time customers primarily in the Central Ohio, Southern
                    Ohio, Northern Kentucky, and East Michigan regions.

                    Our typical construction credit is to targeted developers
                    within our local markets with a good track record and strong
                    capital and cash flows.

                    Not surprisingly, commercial loans have been declining
                    reflecting the impact of a weakened economy on loan demand.

                    Auto loans and leases were little changed during the
                    quarter. Loan and lease originations declined 23% from $985
                    million in the third


                                                                          PAGE 7



                    quarter to $759 million in the fourth quarter and were flat
                    versus a year ago. Some of the decline from the third to the
                    fourth quarter is seasonal.

                    As you would expect, new car originations as a percentage of
                    total loan and lease originations declined from 61% to 54%
                    during the quarter reflecting the impact of the zero percent
                    financing offered by the captive finance companies.

                    The next slide provides detail on recent core deposit
                    trends. Core deposits exclude negotiable CDs and eurodollar
                    deposits. The seven percent annualized growth rate during
                    the quarter was encouraging particularly following the 11%
                    growth rate in the third quarter. The growth rate outside of
                    Florida during the quarter was at an eight percent rate,
                    slightly higher than the growth rate for the total company.

                    We're excited about the progress we've made in the second
                    half of the year in growing core deposits, and we are
                    obviously benefiting from uncertainty in the financial
                    markets. Nevertheless, we feel a significant part of this
                    growth is attributable to our focus on the sales management
                    process.

                    Let me now turn the presentation over to Jay who is going to
                    review fee income and expenses.

Jay Gould:          Thank you, Mike. Turning to slide 12, the discussion on
                    non-interest income will focus mostly on year-over-year
                    trends which mitigate seasonal factors that sometimes impact
                    linked-quarter comparisons.

                    Total non-interest income before security gains increased
                    $3.3 million or three percent versus the same quarter last
                    year. However, while securitization-related income impacts
                    results in each quarter, the year-ago quarter included a
                    sizeable gain. If you exclude securitization-related income,
                    as Mike mentioned, total non-interest income was up $10.6
                    million or nine percent from the year ago quarter.

                    Service charges increased a strong nine percent from a year
                    ago. This primarily reflected higher corporate maintenance
                    fees as


                                                                          PAGE 8



                    corporate treasurers pay hard dollar fees for deposit
                    services rather than maintain higher demand deposit
                    balances.

                    Brokerage and insurance revenue was 23% higher. The growth
                    in our Private Financial Group was one of last year's real
                    success stories. The primary driver of the growth was
                    increased annuity sales. In the fourth quarter annuity sales
                    were $180 million. This volume was 27% higher than in the
                    third quarter and was a new record beating last quarter's
                    previous record of $140 million in sales. And it was more
                    than double the annuity sales in the year-ago quarter.

                    Insurance-related income was down slightly as life insurance
                    sales in the year-ago quarter were particularly strong.

                    Trust income increased six percent over the prior year,
                    primarily reflecting increased revenue from Huntington's
                    proprietary mutual funds. Fund assets in the fourth quarter
                    were $2.8 billion, up seven percent from a year ago. The
                    growth in revenue reflects this growth in assets aided by
                    the introduction of five new funds as well as fee increases.
                    Partially offsetting this growth was a decline in personal
                    trust fees primarily due to declining asset values
                    reflecting market conditions.

                    Mortgage banking income was particularly strong in light of
                    the current lower-rate environment and heavy refinancing
                    activity. Mortgage banking revenue increased 32% from the
                    year-ago quarter. This is another success story as they
                    posted a record year. Origination volume in the fourth
                    quarter was $1.2 billion, up from $455 million a year ago
                    and $737 million in the third quarter. Full year origination
                    volume totalled $3.5 billion, up from $1.5 billion in 2000.

                    The 28% decrease that you see on the slide in other income
                    primarily reflected the year-ago quarter's higher level of
                    securitization-related income. Excluding this, other income
                    was down seven percent. While customer-related derivative
                    sales in our investment banking unit, a brand new product
                    offering this year that generated over $2 million of fee
                    revenue, this was more than offset primarily by a decline in
                    gains realized from the sale of an OREO property in the
                    year-ago quarter.


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                    Turning to slide 13, non-interest expense declined $1.5
                    million from the third quarter. This follows a $4.4 million
                    decrease in the prior quarter. The primary cause was a $2.6
                    million reduction in personnel cost reflecting lower benefit
                    expenses partially offset by higher sales commissions
                    related to mortgage banking, capital markets, and private
                    financial services related activities.

                    Occupancy and equipment expense increased $1.1 million
                    reflecting a number of factors including higher depreciation
                    and building maintenance costs.

                    Let me turn the presentation back to Mike for a discussion
                    of credit quality trends.

Mike McMennamin:    Thanks, Jay. Slide 14 provides a snapshot of credit quality
                    trends. On December 18th we announced that credit quality
                    was continuing to deteriorate and that as a result we would
                    see higher net charge-offs and non-performing loans in the
                    quarter. Further that we would bolster our loan loss reserve
                    to 1.90% of loans.

                    Non-performing assets increased $17 million or eight percent
                    from the third quarter and represented 1.05% of period-end
                    total loans and OREO. We expect further increases in
                    non-performing assets in the first half of this year,
                    although the rate of increase should slow.

                    Further, we expect the non-performing asset ratio to
                    increase in the first quarter with the Florida sale given
                    the lower level of non-performing assets in Florida.

                    Reported net charge-offs were at 104 basis points, up from
                    74 basis points in the third quarter. Excluding losses on
                    businesses we have exited and for which reserves were
                    established in the second quarter, adjusted net charge-offs
                    were 98 basis points up from 61 basis points, and I'll talk
                    more about that in just a moment.

                    Total delinquencies over 90 days have been relatively stable
                    over the past year and were 42 basis points in the fourth
                    quarter, essentially flat with the third quarter.


                                                                         PAGE 10



                    The allowance for loan losses ended the year at 1.90%, up
                    from 1.67% at the end of September and considerably higher
                    than the 1.45% a year ago.

                    Slide 15 shows the trend in non-performing assets as well as
                    their composition. The $17.4 million increase was consistent
                    with our expectations and reflected the continuing impact of
                    the weak economy, concentrated in a number of companies,
                    mostly in the manufacturing and service sectors.

                    Net charge-offs on slide 16 are shown on an adjusted basis,
                    that is excluding the impact of any charge-offs established
                    in the second quarter special charge and any related
                    subsequent charge-offs. Adjusted net charge-offs increased
                    to 98 basis points from 61 basis points in the prior
                    quarter.

                    Commercial net charge-offs increased to 139 basis points
                    from 56 basis points in the third quarter. This increase was
                    spread over a number of companies in the retail trade,
                    manufacturing, services, and communication sectors
                    reflecting the broad-based nature of the current economic
                    slowdown.

                    Total consumer net charge-offs were 105 basis points, up
                    from 85 basis points in the third quarter. This was
                    primarily driven by a 34 basis point increase in total
                    indirect net charge-offs from 117 basis points to 151 basis
                    points. Some of this increase in indirect charge-offs is
                    seasonal. Fourth quarter and first quarter charge-offs
                    typically are 10 to 15% higher than levels experienced in
                    the second and third quarters. In addition, the charge-off
                    levels are obviously being adversely impacted by the current
                    economic environment.

                    Regarding the indirect loan portfolio, vintages originated
                    between the fourth quarter of '99 and the third quarter of
                    2000 continue to perform poorly. About 20% of the volume in
                    that time period was underwritten with FICO scores below
                    640. In contrast, over the last 12 months only three percent
                    of loan volume was underwritten below a FICO level of 640.
                    Our experience is that about two-thirds of expected losses
                    on auto loans occur within 9 to 24 months of the loan
                    origination. Loans originated during these earlier vintages
                    are now 15 to 24 months old and are at, or near, the peak


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                    of their charge-off cycle. These vintages are contributing
                    adversely to the fourth quarter indirect portfolio
                    charge-off rate of 151 basis points. Importantly,
                    charge-offs on more recently originated vintages are running
                    about 40% lower than these earlier vintages given comparable
                    aging.

                    The good news is that the relative negative impact on total
                    charge-offs from this earlier originated segment of the
                    portfolio is, and will continue to, diminish over coming
                    quarters. On balance, the credit quality of the remaining
                    consumer portfolio is behaving as expected and within
                    acceptable tolerances given the economic environment.

                    Slide 17 recaps full-year performance. While we are pleased
                    with the progress we have made during 2001, the full-year
                    results are obviously clearly unsatisfactory as shown on
                    this slide. So let me close with some brief comments
                    regarding our 2002 outlook.

                    Not surprisingly, and as shown on slide 19, key determinants
                    of 2002 earnings will be the economic environment, the level
                    of interest rates, and credit quality. The assumption we
                    have made is that the weakness of the economy will continue
                    through the first half of the year with a modest recovery in
                    the second half. We are expecting to see continued high
                    levels of net charge-offs and non-performing assets for at
                    least the next couple of quarters. We are not looking for
                    significant deterioration beyond fourth quarter levels, but
                    pressure will remain on credit performance.

                    Regarding interest rates, our view is that short term rates
                    will increase perhaps one and a half to two percent during
                    the year and that the yield curve will flatten.

                    Slide 20 summarizes our 2002 performance assumptions. We
                    expect operating earnings per share will fall in the range
                    of $1.32 to $1.36. This excludes the remaining planned first
                    quarter restructuring charges and gain associated with the
                    Florida sale. This range is consistent with the current
                    $1.34 per share analyst consensus.

                    To help you directionally understand our thinking regarding
                    anticipated 2002 performance, here are some key assumptions.


                                                                         PAGE 12



                    These assumptions exclude Florida on a proforma basis from
                    2001 results.

                    a. Continued high levels of charge-offs and NPAs.

                    b. Modest growth in loans.

                    c. Continued growth in core deposits.

                    d. Expansion of the net interest margin, driven by reduced
                       funding costs, the Florida sale, where margins were lower
                       than those of the rest of the company, increase in net
                       free funding, and improved lending spreads.

                    e. Modest expense growth and continued improvement in the
                       efficiency ratio.

                    Finally, regarding the quarterly pattern of earnings
                    progression, the $1.34 consensus translates into a quarterly
                    average of 33 1/2 cents. Assuming earnings growth throughout
                    the year and a more challenging credit environment in the
                    first half, we expect quarterly earnings in the first half
                    would be below this average.

                    Let me turn the presentation back to Tom now for some final
                    comments prior to the Q&A session.

Tom Hoaglin:        Thanks, Mike. Slide 22 shows that 2001 was a year of
                    significant change. When we announced the refocusing in
                    July, we knew the challenges would be great even in a good
                    economic environment. A weakened economy has only increased
                    those challenges.

                    Nevertheless, we can report to our investors that we made
                    significant progress on a number of our strategic
                    initiatives with financial performance improving, especially
                    throughout the second half of the year. We reached an
                    agreement to sell Florida. We consolidated branches. We
                    exited unprofitable e-businesses. We strengthened the
                    management team. We established a regional management
                    structure to bring decision making closer to customers. We
                    also initiated a sales management process. We reduced the
                    dividend to conserve capital.

                    Financially, we needed to rekindle revenue growth and take
                    out unproductive spending. The second-half performance
                    indicates we are starting to get some traction here. The
                    difficult economic environment and deteriorating credit
                    quality trends resulted in a


                                                                         PAGE 13



                    need to strengthen our reserves. This was tough but
                    necessary medicine and improves our ability to perform in an
                    uncertain environment.

                    In the end, we made progress and have taken the initial
                    steps toward achieving our long-term financial goals. The
                    progress we have made has positioned Huntington for steady
                    progress as we enter 2002.

                    So what does 2002 hold for us?

                    Obviously, the economy is a wild card. Certainly we are in a
                    situation where the economy and related credit quality
                    trends could get worse before getting better, but we are not
                    standing still. Improving our product cross selling in all
                    lines of our business is a high priority. So is improving
                    customer service, and we are expanding our internal
                    financial reporting to improve individual accountability for
                    performance. In sum, 2002 boils down to executing the game
                    plan.

                    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:           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 comes from Ed Najarian from Merrill Lynch.

Ed Najarian:        Good afternoon, guys.

Jay Gould:          Hi, Ed.

Ed Najarian:        Couple of questions here. First, and I apologize because I
                    don't have the slide presentation, so maybe this is in
                    there, but is higher credit related costs -- are higher
                    credit related costs all of the variance between the
                    guidance, the '02 EPS guidance that you gave over the summer
                    and your revised EPS guidance, or are there other areas of
                    variance from that lower estimate? And, if there are, can
                    you go over what they are?


                                                                         PAGE 14



Mike McMennamin:    Ed, this is Mike. We had assumed -- let me see if I can do
                    the math quickly. We had assumed 65 basis points of
                    charge-offs in July for 2002. Let me just do the math. Let's
                    just say at 90 basis points, for the sake of argument. Now
                    that additional 25 basis points would translate into about
                    $.14 a share, so --

Ed Najarian:        And that would be about it?

Mike McMennamin:    That accounts for those other items going both ways,
                    obviously, but on a macro basis that would account for the
                    difference.

Ed Najarian:        Okay. If I could just follow that up then, I just have some
                    other quick questions. Could you speak to the amount of
                    non-performing assets that will go away in the Florida sale?
                    And could you also speak to the pace of share repurchase
                    that you expect? You gave the amount, but could you quantify
                    sort of the timing throughout the year?

Mike McMennamin:    As we mentioned in the remarks, the sale of Florida will
                    actually increase our ratio of non-performing assets. I
                    don't have in front of me the actual dollar number of
                    non-performing loans that go away. I think it's about $10
                    million, roughly. But the ratio will actually increase
                    because Florida's non-performing asset ratio is lower than
                    the rest of the company.

                    With regard to the pace of share repurchase, we really have
                    not commented. We expect the Florida transaction to close on
                    February 15th, and shortly thereafter we expect to make an
                    announcement with regard to what our share repurchase plans
                    are.

Ed Najarian:        And then lastly, any discussion of lease residual risk or
                    how you're viewing that these days?

Mike McMennamin:    We conduct, I think as we mentioned the last conference
                    call, we conduct a quarterly analysis of our lease residual
                    risk. The estimated losses in that portfolio have not
                    changed in the last couple of quarters. We still feel that
                    the combination of our balance sheet reserves plus the lease
                    residual insurance policy that we have fully cover all the
                    embedded losses in that portfolio. We did have our first
                    claim submission to the insurance company here


                                                                         PAGE 15



                    in the last 30 days. And all but a tag amount of claims that
                    we presented were paid. So the policy is working as
                    advertised. I know that there's been some concern about that
                    issue. We feel good about the first claim experience. There
                    were no claims that were rejected that we thought we were
                    owed on.

Ed Najarian:        Okay. Thank you.

Operator:           Your next question comes from David George with A.G.
                    Edwards.

David George:       Good afternoon. My question is with respect to your 2002
                    guidance at the $1.32 to $1.36. Is that reflective of the
                    FAS 142 adjustment?

Mike McMennamin:    That is correct.

David George:       Okay. And is that adjustment -- if we looked at the fourth
                    quarter numbers, would that be around $.33 for Q4?

Mike McMennamin:    That's correct.

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

Fred Cummings:      Yes. Two questions. First, Mike, when you quoted the nine
                    percent proforma capital ratio, I'm assuming that that
                    assumes the full $200 million pretax falls to the bottom
                    line from the sale of Florida. You've not talked about how
                    you might utilize that gain.

Mike McMennamin:    Fred. The day after the sale closes we expect that tangible
                    common equity ratio to rise to a little bit more than nine
                    percent. Assuming that we repurchase $300 million to $400
                    million of stock in 2002 without making any comment as to
                    the timing of that, at the end of 2002 we estimate that the
                    tangible common equity ratio would still be about 7 3/4
                    percent. So the assumption we've made is that we would use
                    $300 million to $400 million of that capital to repurchase
                    stock.

Fred Cummings:      Secondly, as it relates to the indirect auto and lease
                    portfolio, the vintages originated in 4Q '99 I think or in
                    1Q 2000, Mike, can you give us the size of those? I know a
                    couple of quarters ago you


                                                                         PAGE 16



                    indicated that the underwriting that was done with more
                    conservative FICO scores represented maybe 45% of loans and
                    35% of leases. I just want to get a feel for how that breaks
                    out and also the timing of the run off of this higher risk
                    piece of the portfolio.

Mike McMennamin:    Fred, the loans -- and these numbers apply to the indirect
                    loan portfolio, not loans and leases. But the same basic
                    trend would be applicable for the lease portfolio. So the
                    numbers I'm going to give you are just the loan portfolio.
                    I'll give you the numbers for the second, third, and fourth
                    quarters.

                    The loans originated during the fourth quarter '99 through
                    the third quarter of 2000, those vintages, in the second
                    quarter were 20% of the portfolio, in the third quarter were
                    16%, and in the fourth quarter it declined to 11 1/2% of the
                    total portfolio.

                    The losses that we incurred on those portfolios, again, the
                    second, third, and fourth quarter represented 39%, 35%, and
                    26%, respectively, of the total losses in the indirect loan
                    portfolio. So, as you can see, the magnitude of that problem
                    is starting to get smaller and smaller and will continue to
                    diminish with each passing quarter.

Fred Cummings:      Okay. Thank you.

Operator:           At this time I would like to again remind everyone, in order
                    to ask a question, please press the number one on your
                    telephone keypad. Your next question comes from Joe Duwan
                    with Keefe Bruyette & Woods.

Joe Duwan:          Yes. Question for you, Mike on interest rate positioning
                    with the expectation in higher interest rates over the
                    course of this year.

Mike McMennamin:    Joe, we've been liability sensitive throughout 2001. And if
                    you use the measurement of the exposure of your net interest
                    income to a gradual 200 percentage point increase in rates,
                    that increase is above and beyond whatever the forward curve
                    implies at a given point in time. We have been liability
                    sensitive in perhaps as much as two and a quarter, maybe
                    even two and a half percent at some point during 2001.


                                                                         PAGE 17



                    Our current position is that given that same 200 basis point
                    increase above today's forward curve, which as you're well
                    aware calls for a significant increased ramp up in short
                    term rates, that our net interest income function in the
                    next 12 months is exposed to a little bit more than one
                    percent, one to one and a quarter percent. So as the year
                    has progressed and rates have declined, we've narrowed or
                    reduced our interest rate risk position even further.

Joe Duwan:          Okay. Thank you.

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

Roger Lister:       Yes. I wonder if you can give us some sense of how much
                    you've typically written off your non-performers on the C&I
                    side. Sort of look across the non-performers, just some kind
                    of average sense of what you've written them down to
                    already.

Mike McMennamin:    Roger, I don't have that number. We'll be happy to see if we
                    can get that number. I just don't have it at the top of my
                    head and would not hazard a guess on it.

Roger Lister:       Okay. Thank you. How about -- maybe you can give us a
                    different sense which would be as you look across the region
                    and you look across the sort of industries that you're
                    involved in, do you see any differences across the
                    marketplace and how people are faring? Are you seeing any
                    signs of up turn in people's needs for working capital or
                    desire to build inventories?

Mike McMennamin:    No, I don't think we have so far. The loan weakness on the
                    commercial front has continued in December and early
                    January. So, so far we have not really seen any turnaround
                    on that front.

Roger Lister:       Looking maybe to a different issue, when you look out into
                    2002, you've had quite success in building core deposits,
                    transaction depositions. Do you think it's going to be more
                    of a struggle as you go into a rising rate environment
                    versus sort of build up in liquidity that has been sort of
                    prevalent in the last few months?

Mike McMennamin:    Well, I don't think there's any question that we and other
                    banks


                                                                         PAGE 18



                    have benefited from the economic turmoil here in the last,
                    particularly, the last quarter in terms of being able to
                    grow deposits. So assuming that we get an economic recovery,
                    I think it may very well be more difficult to grow the core
                    deposits. But that is something that's very important to us.
                    We're committed to it. That's a central part of our
                    strategy.

Tom Hoaglin:        Roger, this is Tom Hoaglin. I think while the environment
                    might prove a little more difficult for growth in deposits,
                    just to piggyback on what Mike was saying, we really feel
                    like we're working very hard in particularly our -- well,
                    both commercial and retail sales efforts so that even in a
                    more challenging environment we are confident we're going to
                    be able to succeed in continuing to grow deposits.

Mike McMennamin:    I also would point out that we have a strong vested interest
                    in growing deposits in the next 12 months than perhaps we
                    did certainly a year ago. And I say that in the sense that
                    when we sell Florida we will be -- even though we're selling
                    Florida, we'll be writing a check for approximately $1.2
                    billion. So we will become on an immediate sense more
                    dependent upon the wholesale market. And our goal over the
                    next year or two is to reduce that dependence by replacing
                    that with core retail and commercial deposits. So we have a
                    strong vested interest in accomplishing those goals.

Roger Lister:       We'll look forward to hearing more about that in the next
                    round of earnings releases.

Mike McMennamin:    Thank you.

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

Fred Cummings:      Tom, what type of changes have you made on the credit risk
                    management side of the bank? I know you've made a lot of
                    changes, but what have you done with respect to risk
                    management on the credit side?

Tom Hoaglin:        Well, two items I'd use in responding to you, Fred. As we
                    have talked in previous calls relative to our auto finance,
                    we've made


                                                                         PAGE 19



                    several changes over the course of the last year to
                    significantly tighten credit criteria, about FICO scores,
                    and loan to value ratios, and those kinds of things. So
                    clear changes there and with measurable results.

                    On the commercial side, one of the things we did earlier in
                    the year was to take a look at how we participated in
                    syndicated national credits. Keep in mind that our
                    participation has to do with companies that are in our
                    footprint. We don't go out of footprint. The companies are
                    companies we know. But, nevertheless, we've had a fair
                    amount of activity out in our regions that was not
                    scrutinized by a central credit area here in Columbus. So in
                    mid-year we changed that so that we don't allow regional
                    credit people and originators to generate syndicated loans
                    without the sign off by home office, if you will. That has
                    involved significant tightening. So we're working on it for
                    both the commercial and retail side.

Fred Cummings:      And the source of the increase in, say, commercial
                    non-accruals, was that driven by some syndicated credit
                    disproportionate amount?

Tom Hoaglin:        Yes.

Fred Cummings:      And secondly, Tom, as you look at the structure of your
                    balance sheet mix of the loan portfolio, what would you view
                    maybe in the, say, late 2002 or sometimes in 2003 to be a
                    normalized kind of charge-off ratios. Is 50 basis points --
                    I know historically Huntington loan term has run around 50
                    basis points. Is that a good number to think about with
                    respect to normalized charge-offs?

Tom Hoaglin:        Fred, it would look pretty good right now. Obviously, that
                    depends on the mix and the percentage of the portfolio
                    that's in the various components, particularly the indirect.
                    I think that would be a pretty attractive number for us as
                    we -- certainly, if we could get there -- I would doubt
                    very, very much if we will be at 50 basis points by the end
                    of 2002. But we are -- we do think that we'll -- we will
                    make progress as we go through the year, although it
                    probably is back end loaded on any credit quality
                    improvement.

Fred Cummings:      Okay. Thank you.


                                                                         PAGE 20



Operator:           At this time there are no further questions.

Tom Hoaglin:        Okay. Well, thank you all very much for joining us. We
                    really appreciate your interest in Huntington, and we
                    appreciate your questions, and we look forward to keeping
                    you apprised of their progress. Thanks again.

Operator:           This concludes today's Huntington Bancshares fourth quarter
                    earnings results conference call. You may now disconnect.

                    [END OF CALL]