Exhibit 99.2



                             HUNTINGTON BANCSHARES
                              2ND QUARTER EARNINGS
                               LEADER, JAY GOULD
                                  ID# 4798848
                                    07/18/02











                      DATE OF TRANSCRIPTION: JULY 21, 2002



HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 2

Operator:                  Good afternoon. My name is Cory, and I will be your
                           conference facilitator. At this time I would like to
                           welcome everyone to the Huntington second quarter
                           earnings conference call. All lines have been placed
                           on mute to prevent any background noise. After the
                           speaker's remarks there will be a question and answer
                           period. If you would like to ask a question during
                           this time, simply press star, then the number one on
                           your telephone keypad. If you would like to withdraw
                           your question, press star, then the number two on
                           your telephone keypad. Thank you, ladies and
                           gentlemen. I would now like to turn the conference
                           over to Mr. Jay Gould, Senior Vice President of
                           Investor Relations. Mr. Gould, you may begin your
                           conference.

Jay Gould:                 Thank you, Cory, and welcome to today's conference
                           call, everybody. I'm Jay Gould, Director of Investor
                           Relations. Before formal remarks, the usual
                           housekeeping items. Copies of the slides we will be
                           reviewing can be found on our website,
                           huntington-ir.com. This call is being recorded and
                           will be available as a rebroadcast starting later
                           this evening through the end of this month. Please
                           call the investor relations department at
                           614-480-5676 for more information on how to access
                           these recordings or playbacks or should you have
                           difficulty getting a copy of the slides.

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

                           Turning to slide three, this defines the basis for
                           today's discussion, which has changed from last
                           quarter. With last quarter's major restructuring
                           initiative, reported results have included a number
                           of



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                           nonrecurring items. Therefore, for analytical
                           purposes, when previously discussing underlying
                           trends with analysts and investors, we referred to
                           operating results, which excluded the impact of these
                           items.

                           However, with the 2002 first quarter sale of our
                           Florida retail and commercial banking business, and
                           given their material impact on many historical
                           numbers, beginning this quarter we are redefining
                           operating results to now also exclude the run rate
                           impact of those sold operations from prior period's
                           results. Doing this makes underlying performance
                           trends more clear. So whenever we refer to operating
                           results today, it now represents reported results
                           adjusted to exclude the impact of restructuring and
                           other charges and on-time items plus the run rate
                           impact of the sold Florida operations.

                           Please note that we have provided an appendix B to
                           the slides today which repeats selected tables and
                           charts from the first quarter conference call for
                           those wishing to see the impact of this definitional
                           change in operating results from last quarter to
                           this. If you do this comparison, you should know that
                           this quarter, as we were finalizing the historical
                           restatement to exclude the Florida run rate impact,
                           the methodology of calculating the impact on net
                           interest income was refined. As such, there are very
                           slight changes to the net interest income, margin,
                           net income, and charge off numbers presented in last
                           quarter's data, which excluded Florida. There was no
                           EPS impact.

                           We continue to report numbers on a "reported" or GAAP
                           basis, which makes no such adjustments. These you
                           will find in great detail within our earnings press
                           release and quarterly financial review materials
                           available on our website, huntington.com.

                           Today's presentation will take about 35 minutes. We
                           want to get started. Tom, let's turn it over to you.

Tom Hoaglin:               Thank you, Jay. Welcome, everyone. Thanks for joining
                           us today.

                           Before getting into a review of the quarter, there
                           are two recent developments I'd like to cover, as
                           some of you may have questions




HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 4

                           later about this. First, on July the second we sold
                           our Orlando, Florida based property and casualty
                           insurance company, J. Rolfe Davis, back to its
                           management team. This sale was consistent with our
                           earlier decision to sell our core banking operations.
                           There will be no material gain or loss impact on
                           third quarter results as a result of the sale. There
                           will also not be a material net income impact going
                           forward on earnings. We remain committed to growing
                           the insurance business within our geographic
                           footprint.

                           The second item was this morning's announcement
                           regarding the restructuring of our ownership interest
                           in Huntington Merchant Services, our merchant
                           processing business. This also is consistent with our
                           Florida sales strategy. In essence, we sold our
                           Florida merchant processing operations to First Data
                           and restructured the overall relationship. Huntington
                           lowered its equity position in the business and
                           extended our relationship with First Data for ten
                           years. This will result in a third quarter gain of
                           about $25 million pre-tax, 16 million after tax or
                           $.06 per share.

                           This also assured that our merchant clients and the
                           merchant services business we have targeted for
                           growth within our footprint will continue to receive
                           the highest level of service and attention. Going
                           forward there will not be a material run rate impact
                           on earnings as a result of this transaction.

                           Now let's turn to slide five and begin the second
                           quarter review.

                           As we have done before, I will begin with a quick
                           review of second quarter accomplishments from my
                           perspective. Mike and Jay will follow with more
                           detailed comments.

                           We are very pleased with second quarter results for a
                           number of reasons. Second quarter earnings were a
                           solid $.33 per share and, again, met Street
                           expectations. Managed loans increased at a 7%
                           annualized rate, up from 5% growth in the first
                           quarter. We are very pleased with this loan growth
                           given the state of loan demand in today's market.
                           Residential real estate and home equity loan growth
                           were particularly strong. Not surprisingly,
                           commercial and auto loans and leases continue to
                           decline. Mike will give details later.




HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 5

                                    The 19% annualized growth in deposits was a
                                    real positive. We are continuing to make
                                    good progress and growing deposits through
                                    our sales initiatives and deposit programs,
                                    but our growth, like other banks, is also
                                    being positively influenced by the current
                                    turbulent financial markets. We are very
                                    pleased that core deposits are up 13% over
                                    the last year.

                                    Total credit quality trends improved during
                                    the quarter driven by a significant
                                    improvement in consumer net charge offs,
                                    partially offset by higher commercial charge
                                    offs. We maintained the loan loss reserve at
                                    2% for the quarter. We have built this loan
                                    loss reserve from about 1.5% over a year
                                    ago, reflecting the weakness in the economic
                                    environment and the deterioration in the
                                    credit quality of our loan portfolios.

                                    The level of a loss reserve is a reflection
                                    of the quality of the loan portfolios at a
                                    point in time, the level of nonperforming
                                    assets, and the expectation regarding the
                                    economic outlook and its impact on future
                                    credit quality trends. We are very
                                    comfortable with the adequacy of the
                                    reserve.

                                    Turning to slide six, there were also
                                    several other meaningful accomplishments.
                                    First, we strengthened the management team
                                    with the addition of Mary Navarro to head
                                    retail banking. Mary is an absolutely
                                    terrific banker and has a wealth of
                                    knowledge and experience in retail and small
                                    business banking, especially within
                                    Huntington's Midwest markets. She is a great
                                    and enthusiastic leader and a wonderful
                                    addition to the team.

                                    One product our business customers are
                                    seeking, and Huntington did not have, was a
                                    fully functional and user-friendly 401-K
                                    capability. That's why we're very pleased to
                                    have launched a new state of the art 401-K
                                    platform and system. We believe so much in
                                    this program, this quarter we converted
                                    Huntington's employee 401-K to it. The
                                    conversion was very smooth and was completed
                                    well ahead of schedule. More important,
                                    customer reception has been terrific. We've
                                    already signed up 28 new accounts.

                                    Another major accomplishment during the
                                    quarter was the



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                                    completed installation of our Customer
                                    Service System, or CSS. As we told you last
                                    quarter, CSS is branch infrastructure, state
                                    of the art, Windows and Internet based
                                    platform upon which we can enhance and
                                    upgrade many of our systems. It already
                                    provides our personal bankers faster access
                                    to customer information, on-line access to
                                    images of checks and deposits, provides
                                    customers with hands on demonstration of
                                    huntington.com, and speeds customer problem
                                    resolution by providing quick access to
                                    corporate information policies and
                                    procedures.

                                    We've also installed a new and enhanced
                                    on-line teller system in 13% of our branches
                                    and plan to have it in all the branches by
                                    year end. This will replace a 20 year old
                                    terminal system we've used in 70% of our
                                    offices with the remaining 30% using manual
                                    calculators. This new teller system
                                    automates many manual functions and provides
                                    more information about the total customer
                                    relationship. It's already helping to reduce
                                    fraud losses by validating the MICR encoding
                                    on checks, which identifies counterfeits. It
                                    will help reduce operating losses through
                                    automated teller balancing and notification
                                    of cash exception conditions.

                                    Lastly, we repurchased 7.3 million shares of
                                    our stock to bring our program to date
                                    repurchases to 8.8 million shares.

                                    With those introductory remarks, let me turn
                                    the presentation over to Mike to provide the
                                    details. Mike.

Mike McMennamin:                    Thanks, Tom. Slide eight provides a quick
                                    overview of our performance highlights. And,
                                    as Jay mentioned, all of the following
                                    slides are on the new operating basis, which
                                    for all prior periods excludes restructuring
                                    and other items and the run rate of the sold
                                    Florida banking operations.

                                    I'll cover these issues in detail in later
                                    slides, but the highlights compared with
                                    first quarter results include net income of
                                    $81.7 million, $.33 a share, both up 3%; as
                                    Tom mentioned, the annualized growth rate in
                                    managed loans and core deposits of 7 and 19
                                    percent respectively; a 4.30% net interest
                                    margin, up 9 basis points; 53.2% efficiency
                                    ratio, down from 54.1%; 88 basis points




HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 7

                                    of net charge offs excluding exited
                                    portfolios, down 9 basis points. We
                                    maintained the 2.00% loan loss reserve
                                    ratio. And our tangible common equity ratio
                                    was 8.41%.

                                    Turning to slide 9, this slide reconciles
                                    reported versus operating earnings with only
                                    one small adjustment, the sale of the J.
                                    Rolfe Davis Insurance Agency that Tom
                                    mentioned. As noted, it had only a small
                                    impact on net income and no impact on
                                    earnings per share. However, the sale does
                                    impact non-interest income and expense
                                    comparisons, primarily in a brokerage and
                                    insurance fee income line and the personnel
                                    cost line item.

                                    Slide 10 shows performance highlights for
                                    the second quarter compared with the first
                                    quarter and the year-ago quarter. I'll
                                    comment in detail on most of these later, so
                                    just a couple of observations. First, return
                                    on assets and return on equity, while still
                                    below acceptable levels, continue to move
                                    upward. The improved return on equity versus
                                    a year ago is in spite of a lower leveraged
                                    capital structure. Second, the reduction in
                                    our tangible common equity to asset ratio
                                    was expected and is related to our share
                                    repurchase activity.

                                    Slide 11 compares the operating results for
                                    the second, first, and year-ago quarters.
                                    The increase in net income from the first
                                    quarter was driven by a 2% increase in
                                    revenue or up 5%, excluding mortgage banking
                                    income. Net interest income increased $8.8
                                    million, partially offset by $3.3 million in
                                    higher provision expense and $1.1 million of
                                    higher non-interest expense. The increase in
                                    net interest income resulted from a 9 basis
                                    point expansion in the net interest margin
                                    to 4.30% and a 1% increase in average
                                    earning assets.

                                    Compared to the year-ago quarter the 8%
                                    increase in net income was driven by a 6%
                                    increase in revenue or 8% excluding mortgage
                                    banking income. The major offset to the
                                    revenue growth was an increase in provision
                                    expense. Non-interest expense was down 1% or
                                    flat if you adjust for the elimination of
                                    the intangible amortization.

                                    I think the important take away for
                                    investors is the strong 5 plus


HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 8

                                    percent spread between revenue growth and
                                    expense growth over the last year. We feel
                                    this is a very solid performance, especially
                                    given the state of the economy and the
                                    instability in the financial markets. We are
                                    particularly pleased with the revenue growth
                                    and the spread between revenue and expense
                                    growth we are achieving in a very difficult
                                    market environment.

                                    Turning to slide 12, the left hand graph
                                    shows the quarterly earnings per share
                                    pattern, which after three flat quarters
                                    moved up slightly. Not quite the type of
                                    increases we'd like to see, but some
                                    progress given the continued high credit
                                    costs. The right hand graph shows the trends
                                    in pre-tax income before provision expense
                                    and excluding security gains. This graph
                                    measures earnings progress before credit
                                    costs, which is perhaps the best metric to
                                    see the underlying progress we're making
                                    outside of the credit area. Pre-tax income
                                    on this basis was $166 million for the
                                    quarter, 4% higher than the first quarter
                                    and 15% higher than a year ago. We're
                                    continuing to build a solid foundation for
                                    future earnings growth.

                                    Slide 13 shows the steady progress we've
                                    made in improving the net interest margin in
                                    the last five quarters. As we've noted in
                                    previous conference calls, this margin
                                    expansion has occurred at the same time
                                    we've been reducing our interest rate
                                    exposure. We continue to be slightly
                                    liability sensitive, and there's further
                                    detail on our interest rate risk position on
                                    slide 35 in appendix A.

                                    The graph on the right hand side shows our
                                    earning asset mix of loans, securities, and
                                    other earning assets. Other earning assets
                                    are primarily mortgaged loans held for
                                    resale, which declined slightly during the
                                    quarter.

                                    Average managed loan growth is highlighted
                                    on slide 14. As a reminder, managed loans
                                    include about $1.2 billion of securitized
                                    auto loans. For those of you familiar with
                                    this table from prior conference calls, note
                                    that beginning this quarter we've
                                    reclassified all of our home equity lines
                                    and home equity loans into one category,
                                    home equity. Previously home equity lines
                                    were shown as a separate category, and home
                                    equity loans were in the installment
                                    category, now labeled other consumer. All
                                    prior period data, including net charge off
                                    data, have also been changed to




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ID# 4798848                                                             PAGE 9

                                    reflect this recategorization.

                                    In the second quarter average managed loans
                                    increased at an annualized 7% rate from the
                                    first quarter. We're very pleased with this
                                    given the continued environment, difficult
                                    environment in which to grow loans. As we
                                    mentioned in earlier conference calls, we
                                    began to emphasize residential mortgage
                                    loans, primarily the 3/1 and 5/1 ARM
                                    products when the declining interest rates
                                    last fall created very strong mortgage
                                    refinancing activity. That focus continued
                                    in the second quarter with average
                                    residential mortgage balances increasing
                                    $325 million.

                                    Home equity loan and line growth accelerated
                                    significantly to a 17% annualized rate in
                                    the quarter versus 5% in the first quarter.
                                    Line of credit volumes continue to be
                                    positively impacted by the attractiveness of
                                    lower rates, as well as our increased
                                    emphasis on cross selling home equity lines
                                    to our first mortgage customers... while
                                    fixed rate loans continue to be prepaid as a
                                    result of the relatively high rates on these
                                    loans in relationship to current market
                                    rates.

                                    Commercial real estate loans increased at a
                                    6% annualized rate in the second quarter,
                                    declining from the double digit growth rates
                                    of the last three quarters with most of the
                                    activity in construction loans as in
                                    previous quarters. The composition in this
                                    portfolio has changed somewhat over the last
                                    year. Consistent with our market strategy to
                                    emphasize construction lending versus
                                    permanent financing, construction loans have
                                    increased from 30% of the portfolio to 36%
                                    in the last 12 months. Construction loans
                                    provide higher margins, higher fees, and
                                    greater portfolio liquidity.

                                    Owner-occupied loans now constitute 35% of
                                    the portfolio, up from 33% a year ago. These
                                    loans are really C&I loans supported by
                                    operating company cash flows that are
                                    additionally secured by real estate.
                                    Commercial loans declined slightly during
                                    the quarter to 3% rate versus 6% rate of
                                    decline in the first quarter as corporations
                                    continue to be very cautious in their
                                    inventory management, capital spending, and
                                    acquisition programs. Commercial loan demand
                                    has been soft over the last year, reflecting
                                    the weakness and the uncertainty in the
                                    economic




HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 10

                                    environment. Our commercial loans are down
                                    6% from the year-ago quarter.

                                    During this time period we have refined our
                                    commercial relationship strategy to
                                    reemphasize client relationships where we
                                    are or have the opportunity to be the
                                    primary bank and provide other more
                                    profitable non-credit services, such as
                                    treasury management, trust and investment
                                    services, and depository product sales. In
                                    many cases it's difficult to develop these
                                    cross selling opportunities with shared
                                    national credit.

                                    Reflecting that, total loans to shared
                                    national credit declined by about $500
                                    million or 30% from $1.5 billion last June
                                    to $1.0 billion dollars today, which
                                    accounts for the entire decline in our
                                    commercial loan portfolio from a year ago.

                                    Auto loans and leases declined at a 3%
                                    annualized rate during the quarter, as
                                    expected seasonal strength did not occur.
                                    Loan and lease originations did increase
                                    from $700 million in the first quarter to
                                    $790 million in the current... or second
                                    quarter, but were down 17% from about $950
                                    million of originations in the year-ago
                                    quarter. New car originations as a percent
                                    of total loan and lease originations
                                    increased from about 60% to 70% during the
                                    quarter.

                                    The reintroduction of zero percent financing
                                    being offered by the captives is not
                                    expected to have a significant adverse
                                    impact on loan volumes as cash-back
                                    incentives are also being offered in lieu of
                                    the zero percent financing. And in the
                                    higher credit quality, lower rate deals, the
                                    cash back alternative is better for the
                                    customer. Dealers also prefer the cash back
                                    alternative because conventional bank
                                    financing puts more money in their pockets
                                    than does the zero percent financing
                                    package.

                                    Slide 15 shows that we had a 19% annualized
                                    growth rate in core deposit during the
                                    quarter, and that capped a series of strong,
                                    consecutive, quarterly, annualized growth
                                    rates. The annualized growth rate was 6% in
                                    the first quarter, 10% and 14% respectively
                                    in the fourth quarter and third quarters of
                                    last year. Compared with the year-ago
                                    quarter, core deposits are up 13%. Much of
                                    the strong growth is focused in money market
                                    accounts, both retail and small



HUNTINGTON BANCSHARES
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                                    business. Personal demand deposits also
                                    performed strongly, up 12% from the year-ago
                                    quarter. The strong deposit growth is a
                                    function both of the increased focus and
                                    success of our sales management efforts in
                                    the branches and also the turbulence we are
                                    experiencing in the financial markets.

                                    This quarter on page three of our quarterly
                                    financial review, we've added a new table
                                    detailing total deposits by business
                                    segment, including our six banking regions.
                                    Total regional banking deposits at June 30th
                                    were up 13% from a year ago. Importantly,
                                    all six of our banking regions posted low to
                                    mid teen percentage increases.

                                    Slide 16 is new and shows the change in the
                                    average total deposits per branch versus a
                                    year ago. As just mentioned, total deposits
                                    were up 13% from a year ago. As you know,
                                    one of our strategic initiatives was to
                                    consolidate the number of non-Florida
                                    branches. The deposit increase, in addition
                                    to a 10% reduction in the number of
                                    branches, has resulted in a 26% increase in
                                    the average deposits per branch in the last
                                    year. We are considerably more efficient in
                                    the deposit gathering function than we were
                                    a year ago.

                                    Let me now turn the presentation back to Jay
                                    who is going to review non-interest income
                                    and non-interest expenses.

Jay Gould:                          Thank you, Mike. Turning to slide 17, this
                                    looks at the trends in non-interest income,
                                    excluding security gains compared with the
                                    first quarter and year-ago quarter. Compared
                                    with the first quarter, non-interest income
                                    decreased $700,000, not quite 1%. However,
                                    the very strong mortgage banking income in
                                    the first quarter significantly impacts this
                                    comparison. Excluding mortgage banking
                                    income, non-interest income was up 9% from
                                    the first quarter and 11% from the year ago
                                    quarter.

                                    Mortgage banking income was $107 million in
                                    the quarter, down $8.9 million or 45% from
                                    the first quarter and 39% below the year ago
                                    levels. You will recall that first quarter
                                    mortgage banking income was especially
                                    strong as we sold the high level of fourth
                                    quarter origination volume on a lagged basis
                                    into the secondary market. As such,
                                    deliveries to the secondary market in the
                                    second quarter were down 64%, primarily
                                    reflecting a decline from the



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                                    first quarter's very high level, but also
                                    reflecting a decision to retain more of our
                                    mortgage originations on our own balance
                                    sheet. Closed loan volume was down 10% from
                                    first quarter levels with refinance activity
                                    representing 39% of the volume compared with
                                    60% in the first quarter.

                                    Deposit services charges were up $1.1
                                    million or 3% from the first quarter. The
                                    primary driver of this increase was higher
                                    personal service charges, especially NSF and
                                    overdraft fees. Compared to a year ago,
                                    deposit service charges increased 8%, driven
                                    by higher corporate maintenance fees as
                                    corporate treasurers pay hard-dollar fees
                                    for deposit services rather than maintain
                                    higher demand deposit balances in a low
                                    interest rate environment.

                                    Brokerage and insurance income increased 3%
                                    from the first year quarter reflecting very
                                    strong retail investment sales, the benefit
                                    of which was partially offset by lower
                                    investment banking and insurance fees.
                                    Mutual fund sales volume was $55 million in
                                    the second quarter, up 28% from the first
                                    quarter with annuity sales at $153 million,
                                    up 18%, a new record, and which beat the
                                    earlier record of $129 million last quarter.
                                    Compared with the year-ago quarter,
                                    brokerage and insurance income was up 14%.

                                    Trust income increased $1.2 million or 8%
                                    from the first quarter, mostly reflecting
                                    the first quarter acquisition of Haberer.
                                    You may recall, this is an investment
                                    manager in Cincinnati with $500 million in
                                    assets under management. Corporate trust
                                    income increased 26%, largely due to
                                    seasonality of annual renewal fees and
                                    institutional sales activities. Partially
                                    offsetting these increases was the impact of
                                    declining asset values. Compared with a year
                                    ago, trust income was up 13%, basically
                                    reflecting these same factors.

                                    Other service chargers were up $1.4 million
                                    or 15% from the first quarter, reflecting
                                    increased ATM and debit card fees. Compared
                                    with the second quarter of last year, other
                                    service charges were up 12%. Other income in
                                    the current quarter was up $4.4 million.
                                    This reflected higher securitization income
                                    and a small gain on the sale of an OREO
                                    property, partially offset by lower sales of
                                    customer derivative products.



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ID# 4798848                                                             PAGE 13

                                    Slide 18 details the change in non-interest
                                    expense and shows that non-interest expense
                                    was up $1.1 million from the first quarter.
                                    Personnel costs, which account for 54% of
                                    total non-interest expense, were down
                                    $700,000 reflecting lower benefit expense as
                                    well as lower staff. Full time equivalent
                                    staff at June 30 was down 168 or 2% from
                                    March 31 reflecting planned staff
                                    reductions. The impact of these declines is
                                    partially offset by higher mutual fund and
                                    annuity sales commissions. Compared with the
                                    year-ago quarter, personnel costs were flat.

                                    Occupancy and equipment expense was up
                                    $900,000 reflecting mostly higher
                                    depreciation associated with technology
                                    investments, including the new intranet
                                    banking platform launched last quarter, the
                                    implementation of our customer service
                                    system, and mainframe infrastructure
                                    improvement. Compared with a year ago,
                                    occupancy and equipment expense was flat.

                                    Other expenses up $1.5 million or 5%,
                                    primarily reflecting a $1 million increase
                                    in professional services are related to
                                    higher collection and legal expenses in our
                                    consumer lending area. Compared with the
                                    year-ago quarter, other expense was down 5%.

                                    Slide 19 shows the trend in our efficiency
                                    ratio, which is continuing to move down from
                                    the peak in the first quarter of last year
                                    and was 53.2% in the second quarter. For
                                    those comments, let me turn the presentation
                                    back to Mike to review credit and capital.

Mike McMennamin:                    Thanks, Jay. Slide 21 provides an overview
                                    of our credit quality trends. First, we saw
                                    a modest decline in nonperforming assets,
                                    which resulted in a slight improvement in
                                    our nonperforming asset ratio to 1.14% of
                                    loans in OREO, roughly unchanged in the last
                                    three quarters. Net charge offs, excluding
                                    losses on the exited portfolios, declined
                                    from 97 basis points to 88 basis points
                                    during the quarter with a substantial
                                    decline in auto loan and lease charge offs
                                    but an increase in our commercial charge
                                    offs. Ninety day plus delinquencies improved
                                    slightly during the quarter and were
                                    basically unchanged from a year ago. I'll
                                    comment on 30 day consumer delinquency
                                    trends in just a minute.




HUNTINGTON BANCSHARES
ID# 4798848                                                             PAGE 14

                                    The allowance for loan losses was unchanged
                                    at 2.00% and up from 1.76% at the end of the
                                    year ago quarter. With the maintenance of
                                    the reserve percentage and the modest
                                    decline in nonperforming assets, our
                                    nonperforming asset coverage ratio improved
                                    slightly to 176% during the quarter.

                                    Slide 22 shows the recent trends in
                                    nonperforming assets. Our nonperforming
                                    assets were down slightly for the quarter.
                                    The longer-term trend has flattened out over
                                    the last three quarters. The Midwest, with
                                    its concentration in service and
                                    manufacturing sectors continues to be
                                    adversely impacted by the uncertain economic
                                    environment.

                                    Let me provide some additional nonperforming
                                    asset detail on slide 23. This slide was
                                    introduced last quarter and shows the recent
                                    quarterly nonperforming asset activity. As
                                    you can see, the inflow of new nonperforming
                                    assets slowed slightly to $73 million in the
                                    second quarter and has declined
                                    significantly from the $95 million of new
                                    nonperforming assets added in each of the
                                    middle quarters of 2001. The stabilization
                                    and slight decline in nonperforming assets
                                    over the last two quarters is encouraging,
                                    although it's certainly too early to say
                                    there's any clear-cut trend developing.
                                    However, we do expect to see lower
                                    nonperforming assets by year end and into
                                    next year, assuming the economy continues to
                                    improve moderately.

                                    Slide 24 segments the nonperforming assets
                                    by industry sector. The bar chart on the
                                    right shows which sectors have contributed
                                    to the $120 million increase in
                                    nonperforming assets over the last 18 months
                                    with the services and manufacturing sectors
                                    accounting for most of the change.
                                    Nonperforming assets continue to be
                                    concentrated in these two sectors at 30%
                                    each. While loans for the manufacturing
                                    industry represent only 15% of our total
                                    commercial loans, they represent 30% of
                                    nonperforming assets.

                                    Similarly, the service sector represents 25%
                                    of total commercial loans but 30% of
                                    nonperformers. Fourteen percent of the
                                    nonperformers are from the finance,
                                    insurance, and real estate sector, and six
                                    percent are in construction. After that, the
                                    sector


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                                    contribution falls off very rapidly.

                                    Slide 25 shows net charge offs adjusted to
                                    exclude charge offs from the exited
                                    portfolios. You'll recall from earlier
                                    conference calls, the reserves were
                                    established in the year-ago quarter for two
                                    loan portfolios we were exiting - truck and
                                    equipment, and sub prime auto loans.
                                    Adjusted net charge offs declined from 97 to
                                    88 basis points during the quarter, and this
                                    improvement was more than we had anticipated
                                    three months ago. Commercial net charge offs
                                    increased from 115 to 153 basis points
                                    during the quarter with the manufacturing
                                    and service sectors continuing to produce
                                    the majority of our charge off activity.

                                    Capital intensive manufacturers continue to
                                    be leveraged from an operating perspective
                                    and are experiencing slow or negative
                                    revenue growth. Service related companies in
                                    the computer, entertainment, and health care
                                    businesses represented 54% of our second
                                    quarter losses.

                                    Commercial real estate charge offs declined
                                    from 42 basis points to 22 basis points
                                    reflecting a decline from the high first
                                    quarter charge off rates, which was caused
                                    by one credit. Total consumer net charge
                                    offs dropped from 107 basis points to 75
                                    basis points in the first quarter. This was
                                    driven by a decline in auto loans and leases
                                    where net charge offs declined very sharply
                                    from 1.56% to 1.01%, following the
                                    significant decline in delinquencies that we
                                    experienced in the first quarter. The
                                    increase in residential charge offs during
                                    the quarter to 18 basis points was caused by
                                    the charge off of one loan.

                                    Slide 26 shows the vintage performance of
                                    our indirect auto loan and lease portfolios.
                                    Performance issues of these two portfolios
                                    are very similar. As we've stated before,
                                    loans and leases originated between the
                                    fourth quarter of 1999 and the third quarter
                                    of 2000, which are the top lines on both
                                    graphs, have performed poorly. About 20% of
                                    that volume of originations was underwritten
                                    with FICO scores below 640, which is
                                    typically considered D quality paper.

                                    In contrast, over the last 12 months, less
                                    than 3% of new



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                                    originations were below this threshold. And
                                    in the first half of 2000, about 1% of total
                                    loans and leases underwritten had FICO
                                    scores below 640. Reflecting this change and
                                    other underwriting changes, the average FICO
                                    scores increased significantly over the last
                                    two years.

                                    We mentioned last quarter that as a rule of
                                    thumb about two-thirds of the expected
                                    losses on auto loans and leases tend to
                                    occur within 24 months of origination. Loans
                                    and leases originated during the late 1999 -
                                    2000 vintage are now 21 to 30 months old and
                                    are at or past their peak of their charge
                                    off cycles. You'll also note that this
                                    quarter we've segmented a new 2002 vintage.
                                    The disproportionate decline in the 2001
                                    vintage, percentage of the total loan
                                    portfolio from 61 to 43 percent for loans on
                                    the left hand chart, as during the quarter,
                                    reflects the sale of the Florida auto loans
                                    to SunTrust in the first quarter.

                                    The good news is that the impact of the high
                                    charge off vintages is rapidly diminishing.
                                    Originations during that time period
                                    represent 20% and 27% of the current loan
                                    and lease portfolios respectively. As such,
                                    these vintages should help to reduce future
                                    charge off rates in auto loans and leases.

                                    Slide 27 provides another look at consumer
                                    delinquency trends on both a 30 plus day
                                    basis and a 90 day basis. The 30 day
                                    delinquency rate is an important early
                                    indicator of future charge off rates as our
                                    well established role rate trends from the
                                    30 day delinquency category into the more
                                    severely delinquent buckets and eventually
                                    charge offs.

                                    The sharp decline in 30 plus day
                                    delinquencies in the first quarter has been
                                    maintained and actually further improved by
                                    10 basis points during the quarter. However,
                                    giving consideration to seasonal patterns,
                                    we do expect delinquencies and ultimately
                                    charge offs to increase slightly in this
                                    portfolio over the next two quarters.

                                    Slide 28 recaps the trend in our loan loss
                                    reserve, which was maintained at 2.00%
                                    during the quarter. Provision expense
                                    exceeded charge offs by $9 million, thus
                                    providing for loan growth



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                                    for the quarter.

                                    As Tom mentioned, we continue to be very
                                    comfortable with the adequacy of our
                                    reserves, particularly in light of the
                                    following factors: the improvement in
                                    consumer delinquency trends experienced in
                                    the first half and reduced charge offs in
                                    the second quarter; the decline in new
                                    additions to nonperforming assets over the
                                    last two quarters; the composition of recent
                                    loan growth which is heavily weighted
                                    towards low risk residential mortgages; and,
                                    also, tentative evidence that the economy is
                                    improving, albeit at a slow rate.

                                    Let me close my segment with some brief
                                    comments regarding capital. Slide 30 shows
                                    capital trends with first quarter ratios
                                    significantly bolstered by the excess
                                    capital resulting from the February sale of
                                    Florida banking operations. As expected,
                                    share repurchase activity reduced these
                                    capital ratios during the quarter, although
                                    they remain very strong. Assuming continued
                                    share repurchase activity at recent levels,
                                    the tangible common equity to asset ratio at
                                    year end would be in the 7 1/2 to 8 percent
                                    range.

                                    Slide 31 shows the Board approved a 22
                                    million share repurchase program in
                                    February. We initiated activity in the open
                                    market in late February and purchased 1.5
                                    million shares in the first quarter and
                                    another 7.3 million in the second quarter,
                                    bringing the program to date repurchases to
                                    a total of 8.8 million shares. The value of
                                    shares repurchased was $175 million.

                                    As previously stated, our goal is to utilize
                                    our excess capital to repurchase a total of
                                    $300 to $400 million of stock in 2002. We
                                    continue to be disciplined buyers and will
                                    monitor our stock price and earning
                                    valuation versus that of other peer banks as
                                    we make our repurchase decisions.

                                    Let me turn the call back over to Tom for
                                    some closing comments.

Tom Hoaglin:                        Thanks, Mike. In closing, the second quarter
                                    was a good quarter for Huntington. Our
                                    results continued to improve. Revenue is
                                    increasing. We continue to get more out of
                                    our expense dollars. Loans are growing
                                    nicely in a difficult environment. The sale
                                    of



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                                    deposits, annuity products, and mutual funds
                                    all reflect strong growth. The credit
                                    quality is improving. Our investments in
                                    better technology for our people are
                                    beginning to show results.

                                    In addition, I just finished a series of
                                    meetings with Huntington associates in all
                                    our markets over the last 30 days. I can
                                    report to you that Huntington associates are
                                    excited about what we're beginning to
                                    accomplish together. They're taking great
                                    pride in being part of a Huntington team.
                                    With every new success they're more
                                    motivated and confident. We still have much
                                    to do, but we are making good progress. At
                                    this juncture and against the backdrop of
                                    first half performance, we remain
                                    comfortable with the $1.32 to $1.36 per
                                    share guidance we gave you in January.

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

Operator:                           Thank you, sir. At this time I would like to
                                    remind everyone, if you would like to ask a
                                    question, please press star, then the number
                                    one on your telephone keypad. We'll pause
                                    for just a moment to compile the Q&A roster.

                                    Your first question comes from Mr. John
                                    Balkind with Fox Pitt.

John Balkind:                       Hi, guys.

Male Speaker:                       Hi, John.

Male Speaker:                       Hi, John.

John Balkind:                       Just a quick housekeeping question. Could
                                    you talk a little bit about the variance in
                                    the securitization income in the quarter,
                                    and what was the actual OREO gain?

Mike McMennamin:                    In the first quarter we actually -- we had a
                                    normal level of securitization level in the
                                    second quarter.

John Balkind:                       Okay.



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Mike McMennamin:                    The increase was because in the first
                                    quarter we actually had an impairment of $2
                                    million in our interest only strip that we
                                    wrote down. So this is just bringing it back
                                    to a normal level. We had a little bit over
                                    a one million dollar gain on the sale of an
                                    OREO property down in Florida that's been
                                    with us for some time. So those two
                                    transactions, John, accounted for a little
                                    bit over $3 million.

John Balkind:                       Sounds good.  Appreciate it, Mike.

Operator:                           Your next question comes from Mr. Ed
                                    Najarian with Merrill Lynch.

Ed Najarian:                        Good afternoon, guys, and congratulations on
                                    a good quarter. Just a quick question on the
                                    credit losses and basically the break out of
                                    the credit losses. Great job, obviously,
                                    reducing the indirect auto losses. Can you
                                    give a little more color on what's driving
                                    up the commercial losses? I know you
                                    outlined, you know, a bit of color there,
                                    but any more insight you can give on what's
                                    driving up the commercial losses and if you
                                    have any insight on when that might peak in
                                    future quarters.

Mike McMennamin:                    Ed, as we mentioned, I think 72% of the
                                    losses in the second quarter were pretty
                                    much the same suspects, manufacturing and
                                    service industry. I know that we are seeing
                                    an adverse impact in the manufacturing
                                    industries and the service industry in the
                                    Midwest, both from the slow down in the auto
                                    business and also the problems in the steel
                                    industry in Northern Ohio. About 50% of the
                                    losses we incurred in the quarter were from
                                    shared national credit.

                                    In terms of when do we expect this to turn
                                    around, I wish I had a crystal ball. I think
                                    as we get towards the back end of the credit
                                    cycle, which we do feel we're not there now,
                                    we're just about there, we're going to try
                                    to push these problem credits through the
                                    pipeline just as quickly as we can. So in a
                                    perverse sense, I'm not sure that the higher
                                    charge offs are not a harbinger of better
                                    things as we go forward. Obviously, what we
                                    need to see in that regard, if we're going
                                    to take that perspective, we do need to see
                                    the




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                                    declines in the nonperforming assets, and we
                                    are cautiously optimistic that we're about
                                    to see some improvement in those numbers.
                                    They've basically been flat for the last
                                    three quarters.

Ed Najarian:                        So do you think that goes up before it goes
                                    down, or have we reached a peak here, or
                                    don't want to speculate?

Mike McMennamin:                    Well, I really don't know. I would hope that
                                    we've reached a peak with 1.5% losses in the
                                    commercial portfolio. But we just don't know
                                    right now, Ed.

Ed Najarian:                        And I think you mentioned something
                                    regarding, you know, 52% of those losses
                                    were from some kind of -- on the technology
                                    side, or could you give a little more
                                    insight on what you said there?

Mike McMennamin:                    I think we, get my comments, I think we said
                                    that --

Ed Najarian::                       Something about technology services.

Mike McMennamin:                    -- hold on just one sec. Let me get out my
                                    notes. Service -- just companies in the
                                    service industry, they were in -- 54% of our
                                    losses were, in the quarter, were from
                                    companies in the service industry, primarily
                                    in the computer, entertainment, and health
                                    care businesses.

Ed Najarian:                        Okay.  Thanks.

Operator:                           Your next question comes from Mr. Dave
                                    George from A.G. Edwards.

Dave George:                        Good afternoon. I was wondering if you could
                                    comment on your outlook for the margin in
                                    the second half of the year. Thanks.

Mike McMennamin:                    Dave, the margin came in -- it was a great
                                    quarter for us from a margin standpoint, as
                                    I think we mentioned, part of the strength
                                    was just some seasonal loan fees that come
                                    in. I think that the margin probably -- I'd
                                    be very surprised if the margin goes up from
                                    here. I would not be surprised if it went
                                    down a few basis points in the second half
                                    of the year. I think we talked last quarter
                                    when we reported a 421 margin we said there
                                    might be just a little bit of



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                                    upward pressure on the margin in the near
                                    term. We do not expect to see higher margins
                                    going forward.

Dave George:                        Thanks, Mike.  I appreciate it.

Mike McMennamin:                    Yeah.

Operator:                           We now have a question from Mr. Fred
                                    Cummings of McDonald Investments.

Fred Cummings:                      Yes. Good afternoon. Mike, I think you said,
                                    in reviewing your national shared credit
                                    exposure, could you review the decline
                                    that's occurred year over year in the
                                    portfolio and also talk about where you
                                    expect it to be, say, over the next 12
                                    months?

Mike McMennamin:                    Fred, the shared national credit, and these
                                    are numbers as of June 30th, so unlike the
                                    loan numbers we give, they're not average
                                    numbers during the quarter, but at June 30th
                                    they declined from a little bit less than
                                    $1.5 billion a year ago to just under a $1.0
                                    billion, at June 30th. So they're down about
                                    $460 or $470 million dollars.

                                    We're being a lot more selective as we look
                                    at these credits. If they're credits that
                                    are in our market area that we have
                                    opportunities to provide, either we are or
                                    have opportunities to provide noncredit
                                    services to, we certainly want to be
                                    continuing to loan to those credit worthy
                                    companies. We don't want to just be a
                                    lender, however, and I think that strategy
                                    being a little more assertive on that has
                                    had an impact in terms of the reduction of
                                    those volumes.

Fred Cummings:                      Second question, Mike. Can you comment on
                                    the composition of the inflows into
                                    non-accrual? Are those primarily national
                                    shared credit at the $74 million number I
                                    believe?

Mike McMennamin:                    Fred, I don't think they are. Most of the
                                    credits that have been coming in have
                                    continued to be in the manufacturing and the
                                    services and the financial institutions and
                                    real estate area. To my knowledge they're
                                    not -- they're all relatively small credits,
                                    so it's one manufacturing credit that, with
                                    a $12 million credit, the rest of




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                                    them were $5 million or below. So they tend
                                    to be the smaller credits for the most part.

Fred Cummings:                      Okay.  Thank you.

Operator:                           Your next question comes from Mr. Steven
                                    Gresdo with Second Curve Capital.

Steven Gresdo:                      Hi, guys.  Good afternoon.  Great quarter.

Male Speaker:                       Thank you.

Male Speaker:                       Thanks, Steven.

Steven Gresdo:                      Just one thing I was looking at here in the
                                    payment pattern you've had in your NPA line
                                    looks great, and it's been increasing at a
                                    pretty good clip. Is there anything we can
                                    read into that that you guys might be doing
                                    specifically, or have there been certain
                                    credits that you've gotten larger payments
                                    on than you might have bought in the past
                                    and why? Thanks.

Mike McMennamin:                    Steve, I think the payment line really
                                    correlates, at least on a loose basis, with
                                    the losses that you've taken. If you look at
                                    that slide and, with that, year-ago quarter
                                    we had $19 million payments, and we took
                                    losses of $13 million. This quarter we had
                                    losses of $28 on nonperformers that were
                                    recognized and $44 million of payments, so
                                    we had -- I think the math works out that
                                    typically you probably expect to lose over a
                                    period of time, maybe a third have losses,
                                    something like a third on your nonperforming
                                    loans. So that implies that for every dollar
                                    in losses you take, maybe you get a couple
                                    dollars of sales or payments that come in at
                                    the same time. But I think it's really just
                                    tied to the greater recognition of losses in
                                    that portfolio.

Steven Gresdo:                      Thanks.

Operator:                           At this time there are no further questions.
                                    Gentlemen, are there any closing remarks?

Jay Gould:                          No. This is Jay. I guess if there are no
                                    further questions, we thank




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                                    you all for participating in today's call.
                                    We look forward to talking to you. If you
                                    have any further questions, please call
                                    investor relations, either Susan or myself.
                                    Thank you again.

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

                                    [END OF CALL]