Exhibit 99.2

                      HUNTINGTON BANCSHARES INCORPORATED

                           Moderator: Laurie Counsel
                                 July 17, 2001
                                  1:00 pm CT


Operator:           Good afternoon. My name is (Raina), and I will be your
                    conference facilitator today. At this time I would like to
                    welcome everyone to the Huntington Bancshares Second 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
                    this time, simply press the number 1 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.

                    Ms. Counsel, you may begin your conference.

Laurie Counsel:     Thank you, (Raina). And good afternoon again to our
                    conference call participants. Thanks for taking the time
                    today to join us.

                    Here for this afternoon's conference call are Tom Hoaglin,
                    President and Chief Executive Officer, and Mike McMennamin,
                    Vice Chairman and Chief Financial Officer.


                    This call is being recorded and will be available as a
                    rebroadcast starting today at 5:00 pm through July 27 at
                    midnight. It is also available on the Internet for two
                    weeks. Please call the Investor Relations Department at 614-
                    480-5676 for more information to access these recordings or
                    if you have not yet received the news release and
                    presentation materials for today's call.

                    Today's conference call and discussion, including related
                    questions and answers, may contain forward-looking
                    statements, including certain plans, expectations, goals,
                    and projections which are subject to numerous assumptions,
                    risks, and uncertainties.

                    Actual results could differ materially from those contained
                    or implied by such statements for a variety of factors,
                    including changes in economic conditions, improvements in
                    interest rates, competitive pressures on product pricing and
                    services, success and timing of business strategies, the
                    successful integration of acquired businesses, the nature,
                    extent, and timing of governmental actions and reforms, and
                    extended restructuring of vital infrastructure.

                    All forward-looking statements included in this conference
                    call and discussion, including related questions and
                    answers, are based on information that was available at the
                    time of the call. Huntington assumes no obligation to update
                    any forward-looking statements.

                    Now I'd like to turn the call over to our CEO, Tom Hoaglin.
                    Tom?

     Tom Hoaglin:   Welcome. And thanks, everyone, for joining us. And I also
                    want to thank so many of you who participated in our
                    investor conference last Thursday.

                    We're very excited about the financial decisions we
                    announced and the strength and the stability they will
                    provide, the sale of our Florida franchise,


                    consolidation of banking offices outside of Florida, the 20%
                    reduction in our dividend, and the restructuring and special
                    charges. We're also confident about our ability to grow in
                    our core Midwest markets as we move forward.

                    In a moment, Mike McMennamin will talk about our second
                    quarter financial results. The special charge of $72 million
                    after taxes obviously had a significant impact on our
                    results.

                    We will want you to understand clearly our core operating
                    performance excluding the charge, so we will review our
                    estimates for the second half of 2001 and for full-year
                    2002.

                    As I mentioned last Thursday, going forward we want
                    Huntington to be conservative in its projections and
                    consistent in its record of meeting and exceeding them. We
                    will also review with you some of our financial analyses
                    about Florida.

                    One update since last Thursday, today we are announcing the
                    appointment of Jim Dunlap as Region President for Western
                    Michigan. Jim is a 22-year Huntington veteran and has done a
                    superb job during the last three years as Region President
                    in Florida. He is energetic, a tremendously effective leader
                    and team-builder, and a great salesman.

                    Jim will be based in Grand Rapids and start his new
                    assignment in mid to late August. His appointment represents
                    a significant commitment by Huntington to build our customer
                    base, market share, and financial performance in that key
                    market.

                    Now here is our CFO, Mike McMennamin, to review the
                    financials. Mike?


Mike McMennamin:    Thanks, Tom. As we've already announced, we intend to
                    recognize restructuring and other special charges totaling
                    $140 million after tax in the second, third, and fourth
                    quarters.

                    In the second quarter, $72 million of these charges were
                    recognized, related primarily to credit and asset impairment
                    issues. Excluding the $72 million of charges, operating
                    earnings totaled $74.5 million or 30 cents a share.

                    The numbers shown on this next slide, Estimated
                    Restructuring and Other Charges, are pretax. Of the $111
                    million pretax charge recognized during the quarter, $72
                    million was credit-related, $37 million was asset
                    impairment, and $2 million was legal reserves.

                    Of the $72 million credit-related charge, $26 million
                    represented lending businesses that we have exited, sub-
                    prime auto lending, which is a $150 million portfolio that's
                    being run off, embedded losses estimated at $15 million,
                    truck and equipment portfolio, a $60 million portfolio with
                    embedded losses of $11 million. These are loans on the large
                    tractor/trailer rigs.

                    Twenty million dollars in consumer and small business loans
                    greater than 120 days are being charged off or reserved.
                    This represents a more conservative application of current
                    banking regulations and represents an acceleration of
                    charge-offs that would have occurred in coming months.

                    Twenty-one million dollars of the reserve is increased
                    reserves for consumer bankruptcies. Bankruptcies have
                    increased 18% nationally versus a year ago and are up
                    approximately the same amount at Huntington.

                    The increase is related to a deterioration of the economy
                    and the weakening of consumer balance sheets and secondly,
                    increased bankruptcy filings in anticipation of the proposed
                    more stringent bankruptcy legislation. Five


                    million of the total charge represents an increase in
                    commercial loan reserves. And $37 million represents asset
                    impairment.

                    Twelve million of the asset impairment is a write-down of
                    the residual interest in two auto loan securitizations that
                    were completed in 2000. Charge-offs on these loans have
                    increased beyond levels anticipated when the securitizations
                    were booked.

                    Five million dollars represents a loss on the sale of $15
                    million Pacific Gas and Electric Commercial Paper in June.
                    Twenty million dollars of the reserve represents an increase
                    in the reserve for auto lease residuals.

                    The remaining $104 million pretax charge is expected to be
                    recognized in the third and fourth quarters. The remaining
                    charge is related to closing costs on branch consolidations,
                    costs associated with the sale of the Florida branches, the
                    write-down of technology investments, and the establishment
                    of legal, accounting, and operational reserves.

                    My remaining comments today will address the second quarter
                    operating earnings. Turning to the next slide, Earnings Per
                    Share, in April we provided earnings guidance for the second
                    quarter of 27 to 29 cents per share.

                    Earnings for the quarter came in at 30 cents with core
                    earnings totaling 28 cents per share, consistent with our
                    projections. There was $5.9 million pretax income in the
                    second quarter of non-core earnings, roughly 2 cents a
                    share.

                    Residential mortgages totaling $107 million were sold during
                    the quarter and a $2 million gain recognized. Two point
                    seven million dollars of security gains were realized. And a
                    $1.2 million gain was recognized on the sale of a small
                    branch in Indiana. The core earnings of 28 cents per share
                    were the


                    same as were reported in the fourth quarter of 2000 and the
                    first quarter of this year.

                    On a cash basis, second quarter earnings were 33 cents per
                    share, versus the 30 cents on a reported basis, with the
                    difference being the after-tax amortization of goodwill.
                    Return on equity on a cash basis improved to 13.7% during
                    the quarter.

                    Turning to some of the key performance indicators, the net
                    interest margin improved slightly during the quarter from
                    3.93% to 3.97%, following a 23 basis point increase from the
                    fourth quarter to the first quarter. The efficiency ratio
                    also declined from 62% in the first quarter to 58.6%.

                    The tangible common equity to asset ratio was basically
                    unchanged during the quarter, even after the $72 million
                    after-tax charge was realized. As announced at our
                    investment conference last week, our goal was to maintain a
                    minimum tangible common equity to asset ratio of 6-1/2% when
                    we are completed with the Florida sale.

                    The next slide just takes a look at some of the highlights
                    of the second quarter. As mentioned, the net interest margin
                    increased 4 basis points during the quarter, with almost all
                    of the increase related to increased loan fees that are
                    included in net interest income.

                    Higher loan fees were generated in the auto loan and lease
                    business as volume picked up from the first quarter levels
                    and also in commercial real estate. Managed loan growth
                    increased at a 5% annualized rate during the quarter.

                    The decline in the efficiency ratio from 62% to 58.6% was
                    driven by an $800,000 decline in operating expenses and a
                    $20 million increase in revenue,


                    $5 million of net interest income, and $15 million in non-
                    interest income during the quarter.

                    Net charge-offs as a percentage of average loans increased
                    from 55 basis points in the first quarter to 73 basis
                    points. The increase occurred primarily in our auto loan and
                    lease portfolio as well as the commercial portfolio. Non-
                    performing assets as a percentage of total loans and OREO
                    increased 19 basis points or $41 million during the quarter.

                    Turning to the income statement, pretax earnings for the
                    quarter totaled $102.4 million, a $9.1 million increase.
                    Higher provision expense of $12.3 million was more than
                    offset by a $4.9 million increase in net interest income and
                    a $15.1 million increase in non-interest income led by a
                    very strong performance in the mortgage banking unit. A
                    small reduction in operating expenses and a small increase
                    in security gains also benefited the quarter.

                    Turning to managed loan growth, the following loan growth
                    information has been adjusted for the impact of
                    acquisitions, securitization activity, and asset sales.

                    Managed loan growth slowed only slightly during the quarter
                    to a 5% annualized growth rate. Growth during the first half
                    of the year has been at the 5% to 6% range, versus an 8% to
                    9% rate during the second half of last year, reflecting the
                    significant slowdown in the economy.

                    The decline in the growth of commercial loans during the
                    quarter -the decline in the growth rate, I should say, is
                    related to a significant slowing in the demand for
                    automobile floor-plan credit as auto dealers have sharply
                    curtailed their inventories.


                    C&I loan to land - C&I loan demand, excluding floor-plan
                    loans, increased at a 7% rate during the quarter, roughly
                    the same as in the first quarter. Commercial real estate
                    loans were basically unchanged during the quarter, as
                    double-digit growth in construction loans was offset by
                    declines in permanent loans.

                    After no growth in the first quarter, auto loans and leases
                    grew at a 6% annualized rate, helped by seasonal factors
                    during the quarter, and are up 10% versus the prior year's
                    quarter.

                    Consumer loans, other than indirect auto loans, increased at
                    an 8% rate during the quarter, led by double-digit increases
                    in home equity line of credit, continuing the strength we've
                    seen in that area over the last year.

                    Just a comment on residential real estate loans, as we
                    discussed at the investor conference, we do not feel that
                    residential mortgage loans are a good use of our capital or
                    our funding capacity. As such, we've been selling these
                    assets in the last year.

                    Over the last year, these loans have declined from $1-1/2
                    billion to $900 million. This table, however, shows 9%
                    growth versus the year-ago quarter. And that represents
                    organic growth. These numbers in the table have been
                    adjusted for securitizations and sales activity.

                    Turning to non-interest income, revenue before security
                    gains increased $15.1 million or 13% versus the same quarter
                    last year and also from the same - from the first three
                    months of 2001.

                    Mortgage banking income was particularly strong in the
                    prevailing lower-rate environment with revenue increasing
                    $10.6 million or 131% from a year ago, an $8.7 million
                    increase from the first quarter.





            Origination volume expanded to $951 million during the quarter,
            compared with $363 million a year ago and $690 million in the first
            quarter of the year.  Mortgage banking results for the period just
            ended were also positively impacted by the sale of $107 million of
            portfolio loans which generated a gain of approximately $2 million.

            Brokerage and insurance revenue was $5.4 million or 39% higher than
            the year-ago period, with insurance income as the primary driver.
            Brokerage income posted a 5.9% increase, despite a relatively
            volatile equity market.  Annuity sales continue to be strong,
            increasing 53% versus the second quarter of last year.

            Trust income was up 15% over the prior year, indicative of increased
            revenue from Huntington's proprietary mutual funds.  This
            improvement is a function of higher asset balances, aided in part by
            the introduction of five new funds, as well as price increases.

            The $4-1/2 million decline in other non-interest income versus the
            prior year is primarily the result of significantly lower
            securitization activity.  We securitized $556 million of auto loans
            in the prior-year quarter, versus only $107 million in the second
            quarter of this year.

            Turning to non-interest expense, NIE increased $35.2 million or 18%
            compared with the same period last year, but was essentially flat
            with the first quarter of 2001.

            The increase from a year ago was due to several factors, including
            $9.8 million of accrual adjustments in the prior-year quarter that
            resulted in a low expense base for that period.


            The remaining increase was primarily due to higher sales commissions
            and other personnel-related costs as well as premium space for the
            auto lease residual insurance.  The year-over-year impact of
            purchased acquisitions also drove expenses higher in the recent
            quarter.

            Relative to the first quarter of this year, personnel-based costs
            increased $4.4 million as annual merit pay adjustments were effected
            in the second quarter and sales commissions increased in connection
            with the strength in fee-based businesses, particularly mortgage
            banking.

            Substantially offsetting the higher personnel cost was the $3.8
            million reduction in other non-interest expense.  This reduction was
            related to the first quarter $4.2 million loss associated with the
            sale of Pacific Gas and Electric Commercial Paper.

            While the efficiency ratio dropped from nearly 62% in the first
            quarter to 58.6% in the recent period, the decline was primarily
            driven by a $20 million increase in revenues.  We do expect
            operating expenses to trend lower in the second half, indicative of
            the NIE initiative program that we introduced during the second
            quarter.

            The next slide shows our non-performing asset trend.  Non-performing
            assets increased $41 million during the quarter from $125 million to
            $166 million.  Non-performing assets as a percentage of total loans
            and other real estate owned increased from 60 basis points to 79
            basis points.

            This slide depicts how Huntington's non-performing asset performance
            has compared in recent quarters with a peer group of banks.  The
            increase in non-performing assets is primarily attributable to two
            credits, a $16 million credit to an assisted living healthcare
            operation -- this is the credit that we mentioned


            in our last earnings call -- and $14 million to a retailer of farm
            and agricultural equipment.

            Turning to charge-offs, net charge-offs as a percentage of average
            loans increased from 55 basis points in the first quarter to 73
            basis points in the second quarter.

            Charge-offs increased in both our consumer and commercial
            portfolios.  The increase in charge-offs in recent quarters appears
            to be consistent with increases that are being experienced by other
            peer banks.

            The next slide shows the components of our net charge-offs by major
            portfolio.  In the second quarter commercial charge-offs increased
            from 41 to 67 basis points.  Commercial real estate charge-offs
            increased slightly to 18 basis points, but are at a very low level.
            Consumer charge-offs increased 17 basis points to 95 basis points
            during the quarter.

            Of the commercial and commercial real estate charge-offs, no
            individual charge-off exceeded $2-1/2 million, nor were charge-offs
            concentrated in any particular industry.

            The next slide provides more detail on our consumer charge-offs.
            The increase from 78 to 95 basis points in charge-offs during the
            quarter is related to the indirect auto loan and lease portfolio,
            with charge-offs in that area increasing from 113 to 143 basis
            points.

            The higher indirect charge-offs are the result of lower-quality
            paper originated between the fourth quarter of '99 and the third
            quarter of 2000, the weaker economic environment and the adverse
            impact that is having on consumer balance sheet, and an increase in
            the average loss per vehicle.


            The increase in charge-offs in the auto lease portfolio during the
            quarter from 89 basis points to 137 basis points was partially
            related to an operational problem that had the impact of first
            quarter charge-offs being booked in the second quarter.  X that
            change, charge-offs would have increased from 109 to 121 basis
            points.

            Loans originated in the fourth quarter '99 to the second quarter of
            2000 period represent 20% of the loan portfolio and were 39% of the
            losses in the second quarter.

            Along the same lines, leases originated in the fourth quarter of '99
            to the third quarter of 2000 period represent 35% of the lease
            portfolio, but 53% of the second quarter losses.  We expect
            improvement in portfolio credit quality as these vintages become a
            smaller percentage of the portfolio and ultimately roll off.

            The higher credit quality originations in the last year represent
            45% of the total loan portfolio and 35% of the lease portfolio.  The
            average charge-off in the loan portfolio has increased 23% in the
            last year from $5300 per unit to $6500.

            In the leasing portfolio the average charge-off per unit has
            increased 35% in the last year from $8400 to $11,500.  This
            increased loss per vehicle is a reflection of the deterioration in
            the used car market.

            There has been substantial improvement in the risk profile of loan
            originations in recent vintages and quarters.  Average FICO scores
            on loans originated in the first half of 2001 were 713.  That
            compared with 690 in late '99 and the first half of 2000.  The
            percentage of D-Tier paper originated declined from 18% to 6% during
            the same two time periods.  These same trends apply to the lease
            portfolios.


            With the improvement in the risk profile of recent originations, we
            expect to see declines in the charge-off levels that we've seen over
            the last six months.  The credit quality in the home equity direct
            installment and residential real estate portfolio is stable and
            performing well.

            Turning to the next slide, 90-day-plus delinquencies in the total
            portfolio declined from 49 basis points to 32 basis points during
            the quarter.  If you exclude the impact of the charge-offs that were
            included in the second quarter special charge, delinquencies would
            have declined from 49 basis points to 42 basis points.

            Consumer delinquencies would have been basically unchanged,
            declining slightly from 69 to 66 points.  And commercial and
            commercial real estate delinquencies would have declined from 29
            basis points to 17 basis points.

            The loan loss reserve was increased from 1.45% to 1.67% during the
            quarter, reflecting $44 million of additional credit reserves
            associated with a special charge.  The expectation is that this
            reserve will decline as these loans are charged off.

            Despite the larger reserve for loan losses, the $41 million increase
            in non-performing assets reduced the loan loss reserve coverage
            ratio from 239% to 211%.  The next slide just provides some detail
            on the impact of the special charge on the allowance for loan losses
            in the second quarter.

            At last week's investor conference in New York, we provided earnings
            guidance for the remainder of 2001 and 2002.  We want to provide you
            with a little more detail today, particularly on the Florida market
            disposition.


            The next slide you see, entitled 2002 Earnings Projections, is the
            same slide that we showed you last week, creating a 2002 earnings
            per share estimate by building on the 2001 estimate of $1.15 to
            $1.17 per share.

            The next slide, Goodwill and CDI Amortization, breaks out the detail
            of our intangible assets, goodwill, and the core deposit intangibles
            between Florida and the rest of the company.

            These are balances that are projected as of December 2001.  Total
            Florida intangibles will total $526 million at that date.  Only $191
            million of goodwill will remain on Huntington's books.

            The numbers at the bottom of the slide are the per share
            amortization of goodwill and the core deposit intangibles, broken
            out again by Florida and the rest of the company. Elimination of
            goodwill amortization will have the impact of increasing
            Huntington's earnings per share by 11% - I'm sorry by 11 cents in
            2002, independent of the sale of Florida. This is the same 11 cents
            per share increase in 2002 earnings that you saw on the previous
            slide related to accounting change goodwill.

            The next slide provides some detail on the excess capital that will
            be created or generated from the Florida sale. This shows the
            capital is generated and released by the sale of Florida and also
            the capital required to offset the $140 million of after-tax
            charges, some of which have been recognized in the Second Quarter,
            but the remainder be recognized in Third and Fourth Quarter, plus a
            small amount of capital required to true up or to bring the tangible
            common equity ratio up to 6-1/2% by the end of the year.

            Assuming the Florida branches are sold at Huntington's book value,
            that is at $526 million of remaining intangibles we highlighted just
            a moment ago, capital of $526 million will be generated.


            In addition the sale will release $170 million in tangible capital.
            We've assumed a ratio here of 6-1/2%. It's currently required to
            support the assumed $2.6 billion of tangible assets expected to be
            sold late in 2001.

            This $696 million total will be augmented by any after-tax gain that
            the sale generates. That is, a deposit premium above Huntington's
            book value of $526 million. This 696 million plus whatever after-tax
            gain is generated will be reduced by the $140 million of after-tax
            charges that we will recognize this year, and $18 million in capital
            required to bring a tangible common equity asset ratio to 6-1/2%.
            Thus the net capital available for stock repurchase is the sum of
            $538 million plus whatever after-tax gain you want to assume we
            generate on the sale.

            The final slide, we had showed in the presentation two to six cents
            earnings per share resulting from the disposition of the Florida
            branches at the investor presentation. There are three components of
            that number.

            First of all, the Florida earnings would go away as a result of the
            sale. This represents the singe digit return on the $696 million of
            equity that Huntington has invested in Florida. As I said last week
            these cash earnings are net of, or after, core deposit intangible
            amortization. But these foregone earnings exclude the benefit from
            the elimination of goodwill amortization in Florida. The earnings
            give up on this component is a negative.

            The second component is the earnings per share pick up resulting
            from the repurchase of Huntington stock. On our model we assumed
            $300 to $400 million of stock was repurchased. The source of funds
            for the stock repurchase is the net excess capital generated from
            the sale, that is the $538 million on the previous slide plus
            whatever after-tax gain we might recognize. This repurchase adds to
            earnings per share and is a positive component of the


            Florida market disposition.

            The third component of the earnings - the third component is the
            earnings on the excess funding that's created by the disposition.
            This is the earnings on the sum of the $538 million plus the after
            tax gain, less whatever funds are actually utilized for the stock
            repurchase. Hopefully that provides you with a little bit more
            detail on some of the discussion that we had last week.

            That concludes our presentation this morning. We'd be happy to take
            any questions.

Operator:   At this time I'd like to remind everyone, in order to ask a question
            please press the number 1 on your telephone keypad. Please hold for
            your first question.

            Your first question comes from Derek Statkevicus with KBW.

Derek Statkevicus:  Hi, how are doing today?

Mike McMennamin:  Good.

Derek Statkevicus:  A quick question on the Florida sale. Again you just went
            over some graphs that showed even in what at least I would consider
            a fairly conservative sale price for Florida, you come up with round
            figures 540 million of capital available stock repurchase. Yet at
            the same time, in terms of trying to figure out what the earnings
            accretion you'd stock repurchase of $300 to $400 million. What's the
            disconnect there? Why not use the, you know, 540 million? Again
            assuming that you'll probably sell Florida for at least a small
            gain.

Mike McMennamin:  Derek, I don't think that there's a disconnect. What we've -
            we don't


            know exactly how much stock we'll be able to buy back and what the
            time period we will be able to buy it back in. The assumption is
            just that in 2002 that we'll only be able to buy back something like
            $300 to $400 million of stock. If we can buy back more in 2002 then
            the benefit will be more - or the transaction will be more
            accretive.

            I think we did point out that the 2002 does not represent the total
            accretion benefit from this sale, rather that we expect that the
            remaining stock to be repurchased in 2003 with a corresponding
            benefit or accretion in 2003 earnings. So it's just a conservative
            assumption. We could have used a higher number, we chose not to.

Derek Statkevicus:  Okay. So again, the assumption is that the stock is bought
            back in the open market over time, as opposed to some sort of
            accelerated, you know, program relatively shortly after the
            completion of the sale of Florida.

Mike McMennamin:  Well the assumption in the model is just that the stock gets
            bought back. There's no assumption - we haven't decided as we
            mentioned last week what program or what process we use to buy back.

Derek Statkevicus:  Okay, fair enough. Thank you.

Operator:   Again I would like to remind everyone, in order to ask a question
            simply press the number 1 on your telephone keypad.

            Your next question comes from Ed Najarian with Merrill Lynch.

Ed Najarian:  Yeah, good afternoon guys. Mike, could you just go over the 72
            million of credit related charges - extra charges that you went over
            in the beginning of the call and you broke that out - can you break
            that out for me once again?


Mike McMennamin:  Sure, hold on just one second. Okay it was $26 million, Ed, in
            businesses that we have exited. That was sub-prime auto lending that
            totaled $15 million. There's another $11 million of estimated
            embedded losses in a truck and equipment portfolio, about a $60
            million portfolio. These are both portfolios that we are no longer
            making loans in. So that's 26 million.

            There is $20 million in consumer and small business loans that's
            about 75% consumer that are over 120 days delinquent that are being
            charged off or reserved for. And this just represents as you
            probably know banking regulations require you to charge these loans
            off if they're more than 120 days delinquent. But there are a number
            of exceptions to that - to those rules. We are just getting a lot
            more conservative in the application of those rules to our
            portfolio. That's 20 million.

            We've got $21 million which are increased reserves for consumer
            bankruptcy both related to just the deterioration we're seeing in
            consumer balance sheets as well as the increase in bankruptcies as
            related to the deterioration of the economy as well as, we think,
            some bankruptcy filings in anticipation of the proposed legislation.
            Just $5 million represents an increase in commercial loan reserves
            and I think that was the total.

Ed Najarian:  Okay, thanks. And then when you talk about the core net charge off
            ratio which was I believe 70...

Mike McMennamin:  Seventy-three basis points.

Ed Najarian:  Seventy-three basis points, and then in the press release there's
            an actual net charge off ratio which I believe was about 120 net
            basis points?

Mike McMennamin:  I think the difference Ed is the - the difference is the 125
            basis points is total charge off including those that are included
            in the special charge, that


            was I think $27 million of charge offs that were embedded in the
            special charge. If we add those to the charge off that we ran
            through the operating part of the income statement we come up to 125
            basis points.

Ed Najarian:  Okay so now that $27 million difference was essentially the
            charges that are -were taken that are in - that are aligned with
            that 72 million that you just broke out for me. Is that correct?

Mike McMennamin:  The 125 basis points includes $27 million of actual charge
            offs...

Ed Najarian:  Right.

Mike McMennamin:  ...that were embedded in the $72 million. The $72 million
            credit portion of the reserves was $27 million of charge offs that
            actually were booked and 40 - 44 or $45 million of additional
            reserves that were put up. So the additional reserves would show up
            in the form of a higher loan loss reserve ratio that went from 145
            to 167.

Ed Najarian:  Okay. I got that. I'm clear on that. Now that extra 44 to 45
            million that was put in to the reserve, how quickly do you expect
            that to be used up or charged off? Will we see that go away in the
            form of extra charges in the Third and Fourth Quarter above and
            beyond the 65 basis point ratio that you talked about last week?

Mike McMennamin:  No, we don't think we will. First of all the assumption in
            building that $45 million in reserves up is that as those charge
            offs occur that those - the reserve would actually be reduced as the
            charge offs go against the reserves have already been established.
            That would imply that the reserve over some period of time would go
            back to the 145 basis points that we were at to begin with which we
            did feel was adequate.


Ed Najarian:  Okay.

Mike McMennamin:  The charge offs that we've assumed - we however in our
              earnings forecast for the second half of 2001 and also for the
              2002 period we've assumed charge offs of 65 basis points. So you
              could argue we've got an element of conservatism that's built in
              there.

Ed Najarian:  Okay. So in some ways you're - wait, I think I sort of missed that
              last point. There won't be then expected additional charges above
              and beyond the 65 basis points. There will be some, but not as
              much as the 40 to 45 million I guess.

Mike McMennamin:  Well we're saying that the - we do not expect charge offs in
              the next year and a half to be above 65 basis points.

Ed Najarian:  Okay.

Mike McMennamin:  Now that would imply - if charge offs stay exactly at the
              level that they've been at in the first half excluding this charge
              for just a second, charge offs in the first half have averaged 64
              basis points. Let's assume for the sake of discussion the charge
              offs were to remain at that level for the rest of 2001 and for
              2002. That would imply that the reserve would not be drawn down.

Ed Najarian:  Right.

Mike McMennamin:  So we've got an element of conservatism built into the
              numbers. Stated another way, if we're going to draw down the
              reserve by $45 million over the next few quarters then you would
              expect our reported charge offs to actually decline from the 65
              basis points that we've assumed. We're unwilling to make that
              assumption today at this stage of the game. So there's an element
              of conservatism built in there.


Ed Najarian:  Okay. I got it, thanks.

Operator:  Your next question comes from Brock Vandervliet with Lehman Brothers.

Brock Vandervliet:  Good afternoon. I could just ask a completely unrelated
            question tied to the indirect auto securitization page. You
            mentioned then in passing Mike that you'd securitized 550 million or
            so last year and just 107 or so this year. Was that just due to
            market conditions or another reason?

Mike McMennamin:  Brock, we had two securitizations last year. There was a $500
            million deal effected in the First Quarter. In the Second Quarter
            very - we securitized a billion dollars of which on - of which some
            that got done in the Second and Third Quarter. That was the 556
            million I was referring to. There have been no securitizations done
            since that Second Quarter securitization. The $107 million that we
            do - the billion dollar securitization was done last year is a
            revolving securitization where you have - where you top off the
            loans sold on a quarterly basis keeping it up to the billion dollars
            outstanding. The top off in the First Quarter - in the Second
            Quarter was $107 million of that.

Brock Vandervliet:  Okay, thank you.

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

Fred Cummings:  Yes, good afternoon. Mike can you touch on how the Florida
            operation is impacted 1, the service charge on deposit growth or any
            of the - assuming that's the one major line item that Florida
            would've - might've influenced. And then related to that you had
            pretty good growth in your interest bearing checking accounts and
            I'm wondering if you exclude Florida how that growth rate would
            look.


Mike McMennamin:  Fred I don't have any specific numbers but let me talk
            anecdotally. The Florida deposit mix is skewed away from demand
            deposits. My recollection is that only 13% of our total deposits in
            Florida are demand deposits, verses 19% of the total deposits in the
            rest of the company being demand deposits. So the service charge -
            your question on the service charge income I'm going to say that the
            Florida - Florida should not have been a large component of that.

            In terms of the growth in the non-interest bearing deposits...

Tom Hoaglin:  Interest bearing deposits.

Mike McMennamin:  I'm sorry, interest bearing deposits.

Fred Cummings:  Yes.

Mike McMennamin:  You're talking interest bearing checking?

Fred Cummings:  Yeah, interest - the demand accounts. Yeah, the interest bearing
            demand accounts.

Mike McMennamin:  Don't really have any illuminating comments on that. I'd have
            to check on that and I'll get - I'll be happy to get back to you
            later.

Fred Cummings:  Ok. And could you characterize how Michigan did, what's on the
            deposit growth side?

Mike McMennamin:  Michigan has been doing well of late on deposit growth. As you
            know and as everyone knows we have been challenged in Michigan. But
            the deposits - we ran a couple of the special deposit campaigns up
            there and have had some success in the last few months. So Michigan
            has really picked up the pace verses a year ago when they were
            lagging considerably.


Fred Cummings:  Ok, thank you.

Operation:  At this time there are no further questions - okay, you have another
            question from Brock Vandervliet of Lehman Brothers.

Brock Vandervliet:  Yeah Mike this is Brock. If you could just follow up on a
            comment you made on the conference call a couple of days ago. You
            described the returns earned on the Florida franchise's mid single
            digit or single digit. Could you - that strikes me as rather low.
            I'm just trying to get at why that was, whether it's small branch
            size or the deposit mix. Could you speak to that a little bit?
            Thanks.

Mike McMennamin:  Brock I think that there's two or three factors that are
            involved in the - first of all we've got a relatively large capital
            investment down there. We've got on the slides that we just walked
            you through it's $696 million, I think we said $700 million in our
            presentation. So we $700 million invested down there. That's over
            30% of our capital, Florida would represent only 23 or 24% of our
            deposits so we've got a disproportionate share of capital down there
            because of the purchase accounting. I think that's one factor.

            Secondly the deposit mix as I mentioned is skewed away from demand
            deposit and heavily toward CDs just because of the demographics of
            the population. So you tend to earn - you're - the margin that you
            earn on your deposit business are reduced by I want to say about 30
            basis points pre-taxed so you're earning less on your deposit
            business.

            And thirdly unlike the rest of the company Florida has got a loan to
            deposit ratio that would be just a little south of 50%. And of
            course banks tend to make money when they earn relatively loan to
            deposit ratios. So I think that it's a combination that we've got a-
            we have a disproportion share of our


            capital invested down there, the deposit mix is just not as rich a
            mix as we've experienced elsewhere in the franchise, and we have a
            relatively low loan to deposit ratio vis-a-vis the rest of the
            company down there. I think when you add those factors up that just
            creates a relatively low return on our investment.

Brock Vandervliet:  Thank you.

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

Ed Najarian:  Yeah, it's just a quick follow up. When you're talking about your
            $1.15 to $1.17 guidance for this year is that including a 28 cent
            Quarter for this Quarter the core number you broke out or the 30
            cent operating number?

Mike McMennamin:  Let's take the mid point in $1.16. We've reported total
            earnings for the first half of 57 cents and we've reported total
            core earnings of 56. So Ed there's only a penny difference...

Ed Najarian:  Yeah, okay.

Mike McMennamin:  From one one way or another. We are tending to think in terms
            of core earnings.

Ed Najarian:  Okay, thanks.

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

Fred Cummings:  Yeah, a follow up. Tom, when you talked about you targeted cost
            savings of $36 million pre tax that struck me as being maybe
            somewhat conservative as it represents about 4% of your annualized
            expense base. Is that a conservative number, and - or is there
            something in your cost structure that suggests there - why would -
            shouldn't we expect to see more improvement on that front?


Tom Hoaglin:  Fred, thanks for the question. I fully expect that you will see
            more improvement as we go forward. What we did earlier this year was
            to focus our senior management team around what actions we could
            take sooner than later to tamper down the expense growth that we
            were looking at in our budget and our forecast for 2001.

            And my marching orders was not - included not interfering with
            serving customers, growing businesses. We needed to focus expense on
            the - take out in the near term on areas where it was duplicative or
            just not necessary. So what we did not do included in this exercise
            was to probably get after some of the tougher decisions. We didn't
            do a lot of actions that would have affected significant numbers of
            employees. What we did was to make sure the actions could be
            implementable in 2001 with savings captured in 2001. So we moved
            swiftly.

            But we fully understand that that's merely a down payment on our
            overall effort to control expenses. Going forward we want to make
            sure that as we grow revenues significantly we do not grow expenses
            commensurately so that we've got a nice gap between the rate of
            revenue growth and a rate of expense growth or hopefully non growth
            as the case may be. So we did what we could easily do quickly so
            that we could achieve the savings during 2001 but we're by no means
            suggest that our work is finished on the expense front.

Fred Cummings:  Okay. Thanks Tom.

Operator:  At this time there are no further questions.

Laurie Counsel:  Okay. Operator I think we will conclude our presentation for
            this afternoon. Again thank you for joining us.


Operator:  Okay, this concludes your conference. You may now disconnect.


                                      END