HUNTINGTON BANCSHARES INC/MD - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Commission File Number 0-2525

HUNTINGTON BANCSHARES INCORPORATED
(Exact name of registrant as specified in its charter)

MARYLAND 31-0724920
- ------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

HUNTINGTON CENTER, 41 S. HIGH STREET, COLUMBUS, OH 43287
- -------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (614) 480-8300
--------------

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK - WITHOUT PAR VALUE
--------------------------------
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). [X] Yes [ ] No

The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 28, 2002, determined by using a per share closing price of
$19.42, as quoted by NASDAQ on that date, was $5,007,762,672. As of February 28,
2003, 230,832,180 shares of common stock without par value were outstanding.

Documents Incorporated By Reference
- -----------------------------------

Parts I and II of this Form 10-K incorporates by reference certain
information from the registrant's 2002 Annual Report to Shareholders. Part III
of this Form 10-K incorporates by reference certain information from the
registrant's definitive Proxy Statement for the 2003 Annual Shareholders'
Meeting.

HUNTINGTON BANCSHARES INCORPORATED

INDEX

Part I.

Item 1. Business 3

Item 2. Properties 15

Item 3. Legal Proceedings 15

Item 4. Submission of Matters to a Vote of Security Holders 15

Part II.

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters 15

Item 6. Selected Financial Data 16

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16

Item 8. Financial Statements and Supplementary Data 16

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 16

Part III.

Item 10. Directors and Executive Officers of the Registrant 16

Item 11. Executive Compensation 16

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 16

Item 13. Certain Relationships and Related Transactions 16

Item 14. Controls and Procedures 17

Part IV.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 17

Signatures 18

Certifications 19-20

HUNTINGTON BANCSHARES INCORPORATED
----------------------------------
Part I
------

ITEM 1: BUSINESS

Huntington Bancshares Incorporated (Huntington), incorporated in
Maryland in 1966, is a diversified, multi-state financial holding company.
Huntington is headquartered in Columbus, Ohio. Through its subsidiaries,
Huntington is engaged in providing full-service commercial and consumer banking
services, mortgage banking services, automobile financing, equipment leasing,
investment management, trust services, and discount brokerage services, as well
as underwriting credit life and disability insurance, and selling other
insurance and financial products and services. At December 31, 2002,
Huntington's bank subsidiary had 161 banking offices in Ohio, 115 banking
offices in Michigan, 30 banking offices in West Virginia, 22 banking offices in
Indiana, 12 banking offices in Kentucky, 3 private banking offices in Florida
(the bank subsidiary's other banking offices in Florida were sold in February
2002), and one foreign office in the Cayman Islands and Hong Kong, respectively.
The Huntington Mortgage Company (a wholly owned subsidiary) had loan origination
offices during 2002 in the Midwest and on the East Coast. Beginning in 2003,
these offices will function as offices of a division of the bank subsidiary as a
result of the merger of the mortgage company into the bank subsidiary at the end
of 2002. Foreign banking activities, in total or with any individual country,
are not significant to the operations of Huntington. At December 31, 2002,
Huntington and its subsidiaries had 8,177 full-time equivalent employees.

A discussion of Huntington's lines of business can be found in its
Management's Discussion and Analysis of Financial Condition and Results of
Operations on page 63 of the 2002 Annual Report to Shareholders, and is
incorporated herein by reference. The financial statement results can be found
in Note 25 of the Notes to Consolidated Financial Statements on page 107 of the
2002 Annual Report to Shareholders, and is incorporated herein by reference.

Huntington competes on price and service with other banks and financial
companies such as savings and loans, credit unions, finance companies, and
brokerage firms. Competition is intense in most of the markets served by
Huntington and its subsidiaries. Mergers between and the expansion of financial
institutions both within and outside Ohio have provided significant competitive
pressure in major markets. Since 1995, when federal interstate banking
legislation became effective that made it permissible for bank holding companies
in any state to acquire banks in any other state, and for banks to establish
interstate branches (subject to certain limitations by individual states),
actual or potential competition in each of Huntington's markets has intensified.
Internet banking, offered both by established traditional institutions and by
start-up Internet-only banks, also competes with Huntington's business. Finally,
financial services reform legislation enacted in November 1999 (see
Gramm-Leach-Bliley Act of 1999 (GLB Act) below) eliminated the long-standing
Glass-Steagall Act restrictions on securities activities of bank holding
companies and banks. The legislation permits bank holding companies that elect
to become financial holding companies to engage in a broad range of financial
activities, including securities and insurance activities as defined by the GLB
Act, and to affiliate with both securities and insurance firms. Correspondingly,
it permits both securities and insurance firms to engage in banking activities
under specified conditions. The same legislation allows banks to have financial
subsidiaries that may engage in certain activities not otherwise permissible for
banks.

As part of a comprehensive strategic and financial restructuring plan
(the Plan) adopted in July 2001 to refocus its operations on core activities in
the Midwest, Huntington consummated the sale of its Florida banking operations
in February 2002, and its Florida insurance operation, J. Rolfe Davis Insurance
Agency, Inc., in July 2002. The Plan also included the consolidation of numerous
non-Florida branch offices as well as credit-related and other actions to
strengthen its financial performance including the use of some of the excess
capital to repurchase outstanding common shares.

REGULATORY MATTERS

To the extent that the following information describes statutory or
regulatory provisions, it is qualified in its entirety by reference to such
statutory or regulatory provisions.

GENERAL

As a financial holding company, Huntington is subject to examination
and supervision by the Board of Governors of the Federal Reserve System (FRB).
Huntington is required to file with the FRB reports and other

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information regarding its business operations and the business operations of
its subsidiaries. It is also required to obtain FRB approval prior to acquiring,
directly or indirectly, ownership or control of voting shares of any bank, if,
after such acquisition, it would own or control more than 5% of the voting stock
of such bank.

Pursuant to the GLB Act, however, Huntington may engage in, or own or
control companies that engage in, any activities determined by the FRB to be
financial in nature or incidental to activities financial in nature, or
complementary to financial activities, provided that such complementary
activities do not pose a substantial risk to the safety or soundness of
depository institutions or the financial system generally. The GLB Act
designated various lending, advisory, insurance underwriting, securities
underwriting, dealing and market-making, and merchant banking activities (as
well as those activities previously approved for bank holding companies by the
FRB) as financial in nature, and authorized by the FRB, in coordination with the
Office of the Comptroller of the Currency (OCC), to determine that additional
activities are financial in nature or incidental to activities that are
financial in nature. Except for the acquisition of a savings association,
Huntington may commence any new financial activity with notice to the FRB within
30 days subsequent to the commencement of the new financial activity.

Huntington's national bank subsidiary is subject to examination and
supervision by the OCC. Its deposits are insured by the Bank Insurance Fund
(BIF) of the Federal Deposit Insurance Corporation (FDIC). Huntington's nonbank
subsidiaries are also subject to examination and supervision by the FRB (or, in
the case of nonbank subsidiaries of the national bank subsidiary, by the OCC),
and examination by other federal and state agencies, including, in the case of
certain securities activities, regulation by the Securities and Exchange
Commission (SEC) and the National Association of Securities Dealers.

In addition to the impact of federal and state regulation, the bank and
nonbank subsidiaries of Huntington are affected significantly by the actions of
the FRB as it attempts to control the money supply and credit availability in
order to influence the economy.

HOLDING COMPANY STRUCTURE

Huntington has one national bank subsidiary and numerous nonbank
subsidiaries. See Exhibit 21 for a list of Huntington's subsidiaries. The
national bank subsidiary is subject to affiliate transaction restrictions under
federal law, which limit the transfer of funds by the subsidiary bank to the
parent and any nonbank subsidiary of the parent, whether in the form of loans,
extensions of credit, investments, or asset purchases. Such transfers by a
subsidiary bank to its parent corporation or to any individual nonbank
subsidiary of the parent are limited in amount to 10% of the subsidiary bank's
capital and surplus and, with respect to such parent together with all such
nonbank subsidiaries of the parent, to an aggregate of 20% of the subsidiary
bank's capital and surplus. Furthermore, such loans and extensions of credit are
required to be secured within specified amounts. In addition, all affiliate
transactions must be conducted on terms and under circumstances that are
substantially the same as such transactions with unaffiliated entities.

In December 2002, the FRB issued Regulation W, a comprehensive
regulation to govern affiliate transactions. The new regulation replaces an
extensive collection of prior FRB interpretations and informal FRB staff
guidance.

The FRB has a policy to the effect that a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to commit resources to support each such subsidiary bank.
Under the source of strength policy, the FRB may require a bank holding company
to make capital injections into a troubled subsidiary bank, and may charge the
bank holding company with engaging in unsafe and unsound practices for failure
to commit resources to such a subsidiary bank. This capital injection may be
required at times when Huntington may not have the resources to provide it. Any
loans by a holding company to its subsidiary banks are subordinate in right of
payment to deposits and to certain other indebtedness of such subsidiary bank.
Moreover, in the event of a bank holding company's bankruptcy, any commitment by
such holding company to a federal bank regulatory agency to maintain the capital
of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.

Federal law permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital stock has become impaired, by
losses or otherwise, to relieve a deficiency in such national bank's capital
stock. This statute also provides for the enforcement of any such pro rata
assessment of shareholders of such national bank to cover such impairment of
capital stock by sale, to the extent necessary, of the capital stock of any
assessed shareholder failing to pay the assessment. Huntington, as the sole
shareholder of its subsidiary bank, is subject to such provisions. Moreover, the
claims of a receiver of an insured depository institution for administrative

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expenses and the claims of holders of deposit liabilities of such an institution
are accorded priority over the claims of general unsecured creditors of such an
institution, including the holders of the institution's note obligations, in the
event of a liquidation or other resolution of such institution. Claims of a
receiver for administrative expenses and claims of holders of deposit
liabilities of Huntington's depository subsidiary (including the FDIC, as the
subrogee of such holders) would receive priority over the holders of notes and
other senior debt of such subsidiary in the event of a liquidation or other
resolution and over the interests of Huntington as sole shareholder of its
subsidiary.

DIVIDEND RESTRICTIONS

Dividends from Huntington's subsidiary bank are the primary source of
funds for payment of dividends to Huntington's shareholders. In the year ended
December 31, 2002, Huntington declared cash dividends to its shareholders of
$154.8 million. There are, however, statutory limits on the amount of dividends
that Huntington's subsidiary bank can pay to Huntington without regulatory
approval.

Huntington's subsidiary bank may not, without prior regulatory
approval, pay a dividend in an amount greater than such bank's undivided
profits. In addition, the prior approval of the OCC is required for the payment
of a dividend by a national bank if the total of all dividends declared by the
bank in a calendar year would exceed the total of its net income for the year
combined with its retained net income for the two preceding years. Under these
provisions and in accordance with the above-described formula, Huntington's
subsidiary bank could, without regulatory approval, declare dividends to
Huntington in 2003 of approximately $161.5 million plus an additional amount
equal to its net profits during 2003.

If, in the opinion of the applicable regulatory authority, a bank under
its jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The FRB and the OCC have
issued policy statements that provide that insured banks and bank holding
companies should generally only pay dividends out of current operating earnings.

FDIC INSURANCE

Huntington's bank subsidiary is classified by the FDIC as a
well-capitalized institution in the highest supervisory subcategory and is
therefore not obliged under current FDIC assessment practices to pay deposit
insurance premiums, either on its deposits insured by the BIF or on that portion
of its deposits acquired from savings and loan associations and insured by the
Savings and Loan Association Insurance Fund (SAIF). Although not currently
subject to FDIC assessments for insurance premiums,the bank subsidiary is
required to make payments for the servicing of obligations of the Financing
Corporation (FICO) that were issued in connection with the resolution of
savings and loan associations, so long as such obligations remain outstanding.

The FDIC may alter its assessment practices in the future if required
by developments affecting the resources of the BIF or the SAIF. Since 2001, the
FDIC has been conducting a comprehensive review of the deposit insurance system
to study alternatives for pricing, funding, and coverage.

CAPITAL REQUIREMENTS

The FRB has issued risk-based capital ratio and leverage ratio
guidelines for bank holding companies such as Huntington. The risk-based capital
ratio guidelines establish a systematic analytical framework that makes
regulatory capital requirements more sensitive to differences in risk profiles
among banking organizations, takes off-balance sheet exposures into explicit
account in assessing capital adequacy, and minimizes disincentives to holding
liquid, low-risk assets. Under the guidelines and related policies, bank holding
companies must maintain capital sufficient to meet both a risk-based asset ratio
test and a leverage ratio test on a consolidated basis. The risk-based ratio is
determined by allocating assets and specified off-balance sheet commitments into
four weighted categories, with higher weighting being assigned to categories
perceived as representing greater risk. A bank holding company's capital (as
described below) is then divided by total risk weighted assets to yield the
risk-based ratio. The leverage ratio is determined by relating core capital (as
described below) to total assets adjusted as specified in the guidelines.
Huntington's subsidiary bank is subject to substantially similar capital
requirements.

Generally, under the applicable guidelines, a financial institution's
capital is divided into two tiers. Institutions that must incorporate market
risk exposure into their risk-based capital requirements may also have a third
tier of capital in the form of restricted short-term subordinated debt. "Tier
1", or core capital, includes common equity, noncumulative perpetual preferred
stock (excluding auction rate issues), and minority interests in equity accounts
of consolidated subsidiaries, less goodwill and, with certain limited
exceptions, all other intangible assets.

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Bank holding companies, however, may include cumulative preferred stock in their
Tier 1 capital, up to a limit of 25% of such Tier 1 capital. "Tier 2", or
supplementary capital, includes, among other things, cumulative and limited-life
preferred stock, hybrid capital instruments, mandatory convertible securities,
qualifying subordinated debt, and the allowance for loan and lease losses,
subject to certain limitations. "Total capital" is the sum of Tier 1 and Tier 2
capital.

The FRB and the other federal banking regulators require that all
intangible assets, with certain limited exceptions, be deducted from Tier 1
capital. Under the FRB's rules the only types of intangible assets that may be
included in (i.e., not deducted from) a bank holding company's capital are
originated or purchased mortgage servicing rights, non-mortgage servicing
assets, and purchased credit card relationships, provided that, in the
aggregate, the total amount of these items included in capital does not exceed
100% of Tier 1 capital.

Under the risk-based guidelines, financial institutions are required to
maintain a risk-based ratio (total capital to risk-weighted assets) of 8%, of
which 4% must be Tier 1 capital. The appropriate regulatory authority may set
higher capital requirements when an institution's circumstances warrant.

Under the leverage guidelines, financial institutions are required to
maintain a leverage ratio (Tier 1 capital to adjusted total assets, as specified
in the guidelines) of at least 3%. The 3% minimum ratio is applicable only to
financial institutions that meet certain specified criteria, including excellent
asset quality, high liquidity, low interest rate exposure, and the highest
regulatory rating. Financial institutions not meeting these criteria are
required to maintain a minimum Tier 1 leverage ratio of 4%.

In late 2001, bank regulatory agencies amended capital requirements
effective for December 31, 2002, for recourse and direct credit substitutes,
other than financial standby letters of credit subject to the low-level exposure
rule and residual interests involved in securitization transactions subject to a
dollar-for-dollar capital requirement. The amendment requires maintenance of
institution-specific amounts representing its "maximum contractual dollar amount
of exposure" for residual interests in securitization transactions in
risk-weighted assets when calculating risk-based capital ratios. For Huntington,
the amendment reduced its Tier 1 risk-based and total risk-based capital ratios
by approximately 25 basis points.

In early 2002, bank regulatory agencies established special minimum
capital requirements for equity investments in nonfinancial companies. The
requirements consist of a series of marginal capital charges that increase
within a range from 8% to 25% as a financial institution's over-all exposure to
equity investments increases as a percentage of its Tier 1 capital.

Failure to meet applicable capital guidelines could subject the
financial institution to a variety of enforcement remedies available to the
federal regulatory authorities. These include limitations on the ability to pay
dividends, the issuance by the regulatory authority of a capital directive to
increase capital, and the termination of deposit insurance by the FDIC, as well
as the measures described below under "Prompt Corrective Action" as applicable
to under-capitalized institutions.

As of December 31, 2002, the Tier 1 risk-based capital ratio, total
risk-based capital ratio, and Tier 1 leverage ratio for Huntington were 8.69%,
11.60%, and 8.89%, respectively. As of December 31, 2002, Huntington's bank
subsidiary also had capital in excess of the minimum requirements.

The risk-based capital standards of the FRB, the OCC, and the FDIC
specify that evaluations by the banking agencies of a bank's capital adequacy
will include an assessment of the exposure to declines in the economic value of
the bank's capital due to changes in interest rates. These banking agencies
issued a joint policy statement on interest rate risk describing prudent methods
for monitoring such risk that rely principally on internal measures of exposure
and active oversight of risk management activities by senior management.

PROMPT CORRECTIVE ACTION

The Federal Deposit Insurance Corporation Improvement Act of 1991
(FDICIA) requires federal banking regulatory authorities to take "prompt
corrective action" with respect to depository institutions that do not meet
minimum capital requirements. For these purposes, FDICIA establishes five
capital tiers: well-capitalized, adequately-capitalized, under-capitalized,
significantly under-capitalized, and critically under-capitalized.

An institution is deemed to be "well-capitalized" if it has a total
risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of
6% or greater, and a Tier 1 leverage ratio of 5% or greater and is not subject
to a regulatory order, agreement, or directive to meet and maintain a specific
capital level for any capital measure. An

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institution is deemed to be "adequately-capitalized" if it has a total
risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of
4% or greater, and, generally, a Tier 1 leverage ratio of 4% or greater and the
institution does not meet the definition of a "well-capitalized" institution. An
institution that does not meet one or more of the "adequately-capitalized" tests
is deemed to be "under-capitalized". If the institution has a total risk-based
capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is
less than 3%, or a Tier 1 leverage ratio that is less than 3%, it is deemed to
be "significantly under-capitalized". Finally, an institution is deemed to be
"critically under-capitalized" if it has a ratio of tangible equity, as defined
in the regulations, to total assets that is equal to or less than 2%.

FDICIA generally prohibits a depository institution from making any
capital distribution, including payment of a cash dividend or paying any
management fee to its holding company if the depository institution would
thereafter be under-capitalized. Under-capitalized institutions are subject to
growth limitations and are required to submit a capital restoration plan. If any
depository institution subsidiary of a holding company is required to submit a
capital restoration plan, the holding company would be required to provide a
limited guarantee regarding compliance with the plan as a condition of approval
of such plan by the appropriate federal banking agency. If an under-capitalized
institution fails to submit an acceptable plan, it is treated as if it is
significantly under-capitalized. Significantly under-capitalized institutions
may be subject to a number of requirements and restrictions, including orders to
sell sufficient voting stock to become adequately-capitalized, requirements to
reduce total assets, and cessation of receipt of deposits from correspondent
banks. Critically under-capitalized institutions may not, beginning 60 days
after becoming critically under-capitalized, make any payment of principal or
interest on their subordinated debt. In addition, critically under-capitalized
institutions are subject to appointment of a receiver or conservator within 90
days of becoming critically under-capitalized.

Under FDICIA, a depository institution that is not well-capitalized is
generally prohibited from accepting brokered deposits and offering interest
rates on deposits higher than the prevailing rate in its market. Huntington
expects that the FDIC's brokered deposit rule will not adversely affect the
ability of its depository institution subsidiary to accept brokered deposits.
Under the regulatory definition of brokered deposits, Huntington's bank
subsidiary had $1,092.8 million of brokered deposits at December 31, 2002.

GRAMM-LEACH-BLILEY ACT OF 1999

The United States Congress in 1999 enacted major financial services
modernization legislation, known as the "Gramm-Leach-Bliley Act of 1999" (GLB
Act), which was signed into law on November 12, 1999. Under the GLB Act, banks
are no longer prohibited by the Glass-Steagall Act from associating with, or
having management interlocks with, a business organization engaged principally
in securities activities. By qualifying as a new entity known as a "financial
holding company", a bank holding company may acquire new powers not otherwise
available to it. In order to qualify, a bank holding company's depository
subsidiaries must all be both well-capitalized and well managed, and must be
meeting their Community Reinvestment Act obligations. The bank holding company
must also declare its intention to become a financial holding company to the FRB
and certify that its depository subsidiaries meet the capitalization and
management requirements. The repeal of the Glass-Steagall Act and the
availability of new powers both became effective on March 11, 2000, and
Huntington became a financial holding company on March 13, 2000.

Financial holding company powers relate to "financial activities" that
are determined by the FRB, in coordination with the Secretary of the Treasury,
to be financial in nature, incidental to an activity that is financial in
nature, or complementary to a financial activity (provided that the
complementary activity does not pose a safety and soundness risk). The statute
itself defines certain activities as financial in nature, including but not
limited to underwriting insurance or annuities; providing financial or
investment advice; underwriting, dealing in, or making markets in securities;
merchant banking, subject to significant limitations; insurance company
portfolio investing, subject to significant limitations; and any activities
previously found by the FRB to be closely related to banking.

National and state banks are permitted under GLB Act (subject to
capital, management, size, debt rating, and Community Reinvestment Act
qualification factors) to have "financial subsidiaries" that are permitted to
engage in financial activities not otherwise permissible. However, unlike
financial holding companies, financial subsidiaries may not engage in insurance
or annuity underwriting; developing or investing in real estate; merchant
banking (for at least five years); or insurance company portfolio investing.
Other provisions of the GLB Act establish a system of functional regulation for
financial holding companies and banks involving the Securities and Exchange
Commission, the Commodity Futures Trading Commission, and state securities and
insurance regulators; deal with bank insurance sales and title insurance
activities in relation to state insurance regulation; prescribe consumer
protection standards for insurance sales; and establish minimum federal
standards of privacy to protect the confidentiality of the personal financial
information of consumers and regulate its use by financial institutions.

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Federal bank regulatory agencies continued to issue a variety of proposed,
interim, and final rules during the year 2002 for the implementation of the GLB
Act.

RECENT REGULATORY DEVELOPMENTS

During 2002, banking regulators adopted new regulations expanding the
scope of measures to combat money laundering in the wake of the terrorist events
of September 11, 2001, and imposed more stringent affiliate transaction
restrictions that would treat financial subsidiaries or other bank subsidiaries
engaging in bank impermissible activities as affiliates for purposes of the
restrictions. Possible authority for financial holding companies to engage in
real estate brokerage and property management services remained under
consideration by banking regulators. It is not possible at present to assess the
likelihood of adoption of final regulations granting such authority.

The federal budget for 2004, published in early 2003, proposed changes
in the federal deposit insurance program. If enacted, the changes would (a)
remove the current prohibition on the charging of FDIC deposit insurance
premiums to well-capitalized institutions when the insurance fund's reserve
ratio is 1.25% or greater of insurable deposits, so that such institutions, if
they rapidly expand deposits, could be made to compensate the insurance fund
appropriately; (b) give the FDIC greater flexibility in restoring the insurance
fund's reserve ratio if it falls below 1.25%, instead of the current requirement
for restoration within one year or a minimum 23 basis points premium for all
institutions if the ratio is below 1.25% for more than one year; and (c) merge
the currently separate BIF and the SAIF, with the objective of creating a
stronger and more diversified fund. It is not possible at present to predict if
any or all of these proposals will be enacted, or, if enacted, what their effect
will be on Huntington.

BUSINESS RISKS

Huntington, like all other financial companies, is subject to a number
of risks, many of which are outside of Huntington's control. Huntington's
management strives to limit those risks while maximizing profitability. Among
the risks that Huntington assumes are: (1) credit risk, which is the risk that
loan and lease customers or other counterparties to Huntington will be unable to
perform their contractual obligations to Huntington, (2) market risk, or the
risk that the cost of Huntington's interest sensitive liabilities increase more
rapidly (or decrease less rapidly) than the yield on Huntington's interest
sensitive assets, (3) liquidity risk, which is the risk that Huntington and its
bank subsidiary will have insufficient cash or access to cash in order to meet
its operating needs, and (4) operational risk, which is the risk of loss
resulting from the inadequate or failed internal processes, people and systems,
or from external events.

In addition to the other information in this report, readers should
carefully consider that the following important factors, among others, could
materially impact Huntington's business, future results of operations, and
future cash flows.

HUNTINGTON EXTENDS CREDIT TO A VARIETY OF CUSTOMERS BASED ON INTERNALLY SET
STANDARDS AND THE JUDGMENT OF MANAGEMENT. HUNTINGTON MANAGES THE CREDIT RISK IT
TAKES THROUGH A PROGRAM OF UNDERWRITING STANDARDS THAT IT FOLLOWS, THE REVIEW OF
CERTAIN CREDIT DECISIONS, AND AN ON-GOING PROCESS OF ASSESSMENT OF QUALITY OF
THE CREDIT IT HAS ALREADY EXTENDED. THERE CAN BE NO ASSURANCE THAT HUNTINGTON'S
CREDIT STANDARDS AND ITS ON-GOING PROCESS OF CREDIT ASSESSMENT WILL PROTECT
HUNTINGTON FROM SIGNIFICANT CREDIT LOSSES.

Huntington takes credit risk by virtue of funding loans and leases,
purchasing non-governmental securities, extending loan and lease commitments and
letters of credit, and being counterparties to off-balance sheet financial
instruments such as interest rate and foreign exchange derivatives.

Huntington's exposure to credit risk is managed through the use of
consistent underwriting standards that emphasize "in-market" lending while
avoiding highly leveraged transactions as well as excessive industry and other
concentrations. The credit administration function employs risk management
techniques to ensure that loans adhere to corporate policy and problem loans are
promptly identified. These procedures provide executive management with the
information necessary to implement policy adjustments where necessary, and to
take corrective actions on a proactive basis. Beginning in 2002, management
focused its commercial lending to customers with existing or potential
relationships within Huntington's primary markets. Also in 2002, Huntington
initiated a company-wide project to revise its internal risk grading system for
commercial and commercial real estate credits. The company migrated from a
single grading to a dual risk grading system that measures the probability of
default and loss in event of default separately. The new dual risk grading
system allows Huntington to be significantly more specific in

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the risk assessment process. This dual grading process is an industry standard
and management believes that this change positions Huntington to continue the
focus on improving credit quality.

Concentration of credit risk generally arises with respect to loans
when a number of loans have borrowers engaged in similar business activities or
activities in the same geographical region. Concentration of credit risk
indicates the relative sensitivity of performance to both positive and negative
developments affecting a particular industry. Huntington's borrowers, however,
do not represent a particular concentration of similar business activity.

There can be no assurance that Huntington's credit standards and its
on-going process of credit assessment will protect Huntington from significant
credit losses.

HUNTINGTON'S LOANS AND DEPOSITS ARE FOCUSED IN FIVE STATES AND ADVERSE ECONOMIC
CONDITIONS IN THOSE STATES, IN PARTICULAR, COULD NEGATIVELY IMPACT RESULTS FROM
OPERATIONS, CASH FLOWS, AND FINANCIAL CONDITION.

Huntington's customers with loan and/or deposit balances at December
31, 2002, were located predominantly in Ohio, Michigan, West Virginia, Indiana,
and Kentucky. Because of the concentration of loans and deposits in these
states, in the event of adverse economic conditions in these states, Huntington
could experience more difficulty in attracting deposits and experience higher
rates of loss and delinquency on its loans than if the loans were more
geographically diversified. Adverse economic conditions and other factors may
reduce demand for credit or fee-based products and could negatively affect real
estate and other collateral values, interest rate levels, and the availability
of credit to refinance loans at or prior to maturity.

Additionally, loans in these five states may be subject to a greater
risk of default than other comparable loans. In the event of adverse economic,
political, or business developments or natural hazards that may affect these
states, the continued financial stability of a borrower and the borrower's
ability to make loan principal and interest payments may be adversely affected
by job loss, recession, divorce, illness, or personal bankruptcy.

CHANGES IN INTEREST RATES COULD NEGATIVELY IMPACT HUNTINGTON'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Huntington's results of operations depend substantially on net interest
income, the difference between interest earned on interest-earning assets (such
as investments, loans, and leases) and interest paid on interest-bearing
liabilities (such as deposits and borrowings). Interest rates are highly
sensitive to many factors, including governmental monetary policies and domestic
and international economic and political conditions. Conditions such as
inflation, recession, unemployment, money supply, and other factors beyond
management's control may also affect interest rates. If Huntington's
interest-earning assets mature or reprice more quickly than interest-bearing
liabilities in a given period, a decrease in market interest rates could
adversely affect net interest income. Likewise, if interest-bearing liabilities
mature or reprice more quickly than interest-earning assets in a given period,
an increase in market interest rates could adversely affect net interest income.

At December 31, 2002, 54.6% of Huntington's earning assets, as measured
by the aggregate outstanding principal amount of loans, amortized cost of
securities available for sale, and the carrying value of other earning assets,
bore interest at adjustable rates or are expected to mature or reprice within
one year. The remainder bore interest at fixed rates. Fixed-rate loans increase
Huntington's exposure to interest rate risk in a rising rate environment because
interest-bearing liabilities would be subject to repricing before assets become
subject to repricing. Adjustable-rate loans decrease these risks associated with
changes in interest rates but involve other risks, such as the inability of
borrowers to make higher payments in an increasing interest rate environment. At
the same time, for secured loans, the marketability of the underlying collateral
may be adversely affected by higher interest rates. In a declining interest rate
environment, there may be an increase in prepayments on loans as the borrowers
refinance their loans at lower interest rates. Under these circumstances,
Huntington's results of operations could be negatively impacted.

The forward yield curve at December 31, 2002, implied a 150 basis point
increase in short-term interest rates by the end of 2003. The results of
Huntington's recent sensitivity analysis indicated that net interest income
would be 0.7% lower during the next twelve months if interest rates were 200
basis points higher at the end of that period than implied by the forward yield
curve at December 31, 2002. Only the 200 basis point increasing rate scenario
was modeled because a 200 basis point decrease in the interest rate curve was
not feasible given the overall

9

low level of interest rates. At the end of the prior year, net interest income
was estimated to be 1.3% lower during the subsequent twelve months if interest
rates were 200 basis points higher than the level implied by forward rates in
twelve months. Management believes further declines in market rates would put
modest downward pressure on net interest income, resulting from the implicit
pricing floors in non-maturity deposits.

Net interest income and the net interest margin have been adversely
impacted in recent months by: (1) the flattening of the yield curve; (2) the
lower yield on the higher quality automobile loan and lease originations; (3)
the rapid growth of lower margin residential adjustable-rate mortgage loans
retained on the balance sheet; (4) high repayments of residential mortgage loans
and mortgage-backed securities; and (5) fixed-rate consumer loan repayments
being reinvested at lower market rates. Future net interest income will also be
adversely affected by these factors, should they continue.

Changes in interest rates also can affect the value of loans and other
interest-earning assets, including retained interests in securitizations,
mortgage and non-mortgage servicing rights, and Huntington's ability to realize
gains on the sale of assets. A portion of Huntington's earnings results from
transactional income. Examples of this type of earnings result from gains on
sales of loans and leases and gains on sales of real estate. This type of income
can vary significantly from quarter-to-quarter and year-to-year based on a
number of different factors, including the interest rate environment. An
increase in interest rates that adversely affects the ability of borrowers to
pay the principal or interest on loans may lead to an increase in non-performing
assets and a reduction of discount accreted into income, which could have a
material adverse effect on Huntington's results of operations and cash flows.

Although fluctuations in market interest rates are neither completely
predictable nor controllable, Huntington's Asset and Liability Management
Committee periodically monitors Huntington's interest rate sensitivity position
and oversees its financial risk management by establishing policies and
operating limits.

IF HUNTINGTON IS UNABLE TO BORROW FUNDS THROUGH ACCESS TO CAPITAL MARKETS, IT
MAY NOT BE ABLE TO MEET THE CASH FLOW REQUIREMENTS OF ITS DEPOSITORS AND
BORROWERS, OR MEET THE OPERATING CASH NEEDS OF HUNTINGTON TO FUND CORPORATE
EXPANSION AND OTHER ACTIVITIES.

Huntington's Asset and Liability Committee (ALCO) establishes
guidelines and regularly monitors the overall liquidity position of the Bank and
the parent company to ensure that various alternative strategies exist to cover
unanticipated events that could affect liquidity. Liquidity is the ability to
meet cash flow needs on a timely basis at a reasonable cost. The liquidity of
the Bank is used to make loans and to repay deposit liabilities as they become
due or are demanded by customers. The Bank's ALCO establishes policies and
monitors guidelines to diversify the Bank's wholesale funding sources to avoid
concentrations in any one market source. Wholesale funding sources include
Federal funds purchased, securities sold under repurchase agreements, non-core
deposits, and medium- and long-term debt, which includes a domestic bank note
program and a Euronote program. The Bank is also a member of the Federal Home
Loan Bank of Cincinnati (FHLB), which provides funding through advances to its
members that are collateralized with mortgage-related assets.

Huntington maintains a portfolio of securities that can be used as a
secondary source of liquidity. There are other sources of liquidity should they
be needed. These sources include the sale and securitization of loans, the
ability to acquire additional national market, non-core deposits, additional
collateralized borrowings such as FHLB advances, the issuance of debt
securities, and the issuance of preferred or common securities in public or
private transactions. The Bank also can borrow through the Federal Reserve's
discount window.

If Huntington were unable to access any of these funding sources when
needed, it might be unable to meet the needs of its customers, which could
adversely impact Huntington's financial condition, its results of operations,
cash flows, and its level of regulatory-qualifying capital.

HUNTINGTON HAS SIGNIFICANT COMPETITION IN BOTH ATTRACTING AND RETAINING DEPOSITS
AND IN ORIGINATING LOANS.

Competition is intense in most of the markets Huntington serves.
Huntington competes on price and service with other banks and financial
companies such as savings and loans, credit unions, finance companies, and
brokerage firms. In addition, Internet banking, offered both by established
traditional institutions and by start-up Internet-only banks, constitutes
another significant form of competitive pressure. Competition could intensify in
the future as a result of industry consolidation, the increasing availability of
products and services from non-banks, greater technological developments in the
industry, and banking reform. For example, financial services reform legislation
enacted in 1999 eliminated the long-standing Glass-Steagall Act restrictions on
securities activities of

10

bank holding companies and banks. The legislation, among other things, permits
securities and insurance firms to engage in banking activities under specified
conditions.

MANAGEMENT MAINTAINS INTERNAL OPERATIONAL CONTROLS AND HUNTINGTON HAS INVESTED
IN TECHNOLOGY TO HELP IT PROCESS LARGE VOLUMES OF TRANSACTIONS. HOWEVER, THERE
CAN BE NO ASSURANCE THAT HUNTINGTON WILL BE ABLE TO CONTINUE PROCESSING AT THE
SAME OR HIGHER LEVELS OF TRANSACTIONS. IF HUNTINGTON'S SYSTEM OF INTERNAL
CONTROLS SHOULD FAIL TO WORK AS EXPECTED, IF ITS SYSTEMS WERE TO BE USED IN AN
UNAUTHORIZED MANNER, OR IF EMPLOYEES WERE TO SUBVERT THE SYSTEM OF INTERNAL
CONTROLS, SIGNIFICANT LOSSES TO HUNTINGTON COULD OCCUR.

Huntington processes numerous transactions on a daily basis and is
exposed to numerous types of operational risk. Operational risk generally refers
to the risk of loss resulting from Huntington's operations, including, but not
limited to, the risk of fraud by employees or persons outside Huntington, the
execution of unauthorized transactions by employees, errors relating to
transaction processing and systems, and breaches of the internal control system
and compliance requirements. This risk of loss also includes the potential legal
actions that could arise as a result of the operational deficiency or as a
result of noncompliance with applicable regulatory standards.

Huntington establishes and maintains systems of internal operational
controls that provide management with timely and accurate information about its
level of operational risk. While not foolproof, these systems have been designed
to manage operational risk at appropriate, cost effective levels. Huntington has
also established procedures that are designed to ensure that policies relating
to conduct, ethics, and business practices are followed. From time to time,
Huntington experiences losses from operational risk, including the effects of
operational errors, which are recorded as non-interest expense.

Management believes that its current system of internal controls is
effective. While management continually monitors and improves its system of
internal controls, data processing systems, and corporate-wide processes and
procedures, there can be no assurance that Huntington will not suffer such
losses in the future.

THE EXTENDED DISRUPTION OF VITAL INFRASTRUCTURE COULD NEGATIVELY IMPACT
HUNTINGTON'S BUSINESS, RESULTS OF OPERATIONS, AND FINANCIAL CONDITION.

Huntington's operations depend upon, among other things, its
infrastructure, including its equipment and facilities. Extended disruption of
its vital infrastructure by fire, power loss, natural disaster,
telecommunications failure, computer hacking or viruses, terrorist activity or
the domestic and foreign response to such activity, or other events outside of
Huntington's control could have a material adverse impact on the financial
services industry as a whole and on Huntington's business, results of
operations, cash flows, and financial condition in particular.

HUNTINGTON COULD EXPERIENCE LOSSES ON ITS RESIDUAL VALUES RELATED TO ITS
AUTOMOBILE LEASE PORTFOLIO.

Huntington has a $3.2 billion automobile lease portfolio, which
includes $1.7 billion in residual value at December 31, 2002. This portfolio
inherently has residual value risk. Residual value risk arises when the market
price of the leased vehicle at the end of the lease is below Huntington's
recorded residual value. This may occur as a result of a decline in used car
prices, subsequent changes in residual values published by Automotive Lease
Guide (ALG), the industry source Huntington utilizes to track used car values,
or a combination of both.

In late 2000, Huntington purchased residual value insurance on its
leased automobiles. The insurance policies insure any difference that may exist
between the recorded residual value and the fair value of the automobile at the
end of the lease term as evidenced by Auto Lease Guide Black Book valuations.
These policies provide first dollar loss coverage on the entire automobile lease
portfolio at October 1, 2000, and have a cap on insured losses of $120 million.
Insured losses on new automobile lease originations from October 2000 to April
2002 were capped at $50 million and there is no cap on losses for new automobile
lease originations from May 2002 through April 2005, when the current policies
expire.

Insurance does not cover residual losses below ALG Black Book value.
That situation usually occurs when the automobile has excess wear and tear
and/or excess mileage not reimbursed by the lessor. At December 31, 2002, there
is a reserve of $20.2 million available to cover this risk.

Management believes these policies and the recorded reserve are
sufficient to cover all expected losses, however, there is no guarantee that the
combined purchased insurance and this reserve will be sufficient to cover all
potential residual losses associated with Huntington's automobile lease
portfolio.
11

NEW, OR CHANGES IN EXISTING, TAX, ACCOUNTING, AND REGULATORY LAWS, REGULATIONS,
RULES, STANDARDS, POLICIES, AND INTERPRETATIONS COULD SIGNIFICANTLY IMPACT
STRATEGIC INITIATIVES, RESULTS OF OPERATIONS, CASH FLOWS, AND FINANCIAL
CONDITION.

The financial services industry is extensively regulated. Federal and
state banking regulations are designed primarily to protect the deposit
insurance funds and consumers, not to benefit a financial company's
shareholders. These regulations may sometimes impose significant limitations on
operations. The significant Federal and state banking regulations that affect
Huntington are described in this report under the heading "Regulatory Matters."
These regulations, along with the currently existing tax, accounting,
securities, insurance, and monetary laws, regulations, rules, standards,
policies, and interpretations control the methods by which financial
institutions conduct business, implement strategic initiatives and tax planning,
and govern financial reporting and disclosures. These laws, regulations, rules,
standards, policies, and interpretations are constantly evolving and may change
significantly over time. Events that may not have a direct impact on Huntington,
such as the bankruptcy of major U.S. companies, have resulted in legislators,
regulators, and authoritative bodies, such as the Financial Accounting Standards
Board, the Securities and Exchange Commission, and the Public Company Accounting
Oversight Board, to respond by adopting and/or proposing substantive revisions
to laws, regulations, rules, standards, policies, and interpretations. The
nature, extent, and timing of the adoption of significant new laws, changes in
existing laws, or repeal of existing laws may have a material impact on
Huntington's business and results of operations; however, it is impossible to
predict at this time the extent to which any such adoption, change, or repeal
would impact Huntington.

THE OCC MAY IMPOSE DIVIDEND PAYMENT AND OTHER RESTRICTIONS ON THE HUNTINGTON
NATIONAL BANK (THE BANK), HUNTINGTON'S BANK SUBSIDIARY, WHICH WOULD IMPACT
HUNTINGTON'S ABILITY TO PAY DIVIDENDS TO ITS SHAREHOLDERS OR REPURCHASE ITS
STOCK.

The OCC is the primarily regulatory agency that examines the Bank and
its activities. Under certain circumstances, including any determination that
the Bank's activities constitute an unsafe and unsound banking practice, the OCC
has the authority by statute to restrict the Bank's ability to transfer assets,
to make distributions to its shareholder, and to redeem preferred securities.

Under applicable statutes and regulations, dividends by a national bank
may be paid out of current or retained net profits, but a national bank is
prohibited from declaring a cash dividend on shares of its common stock out of
net profits until the surplus fund equals the amount of capital stock or, if the
surplus fund does not equal the amount of capital stock, until certain amounts
from net profits are transferred to the surplus fund. Moreover, the prior
approval of the OCC is required for the payment of a dividend if the total of
all dividends declared by a national bank in any calendar year would exceed the
total of its net profits for the year combined with its net profits for the two
preceding years, less any required transfers to surplus or a fund for the
retirement of any preferred securities.

Payment of dividends could also be subject to regulatory limitations if
the Bank became under-capitalized for purposes of the OCC prompt corrective
action regulations. Under-capitalized is currently defined as having a total
risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of
less than 4.0%, or a core capital, or leverage, ratio of less than 4.0%. The
Bank's inability to pay dividends to Huntington would negatively impact
Huntington's ability to pay dividends to its shareholders or to repurchase its
stock.

At December 31, 2002, the Bank was in compliance with all regulatory
capital requirements. As of that date, total risk-based capital was 10.24%, Tier
1 risk-based capital was 6.40%, and Tier 1 leverage capital was 6.62%.
Management intends to maintain the Bank's capital ratios in excess of the
well-capitalized levels under the OCC's regulations. Management cannot
guarantee, however, that it will be able to keep the capital ratios for the Bank
in excess of well-capitalized levels.

THE FEDERAL RESERVE BOARD MAY REQUIRE HUNTINGTON TO COMMIT CAPITAL RESOURCES TO
SUPPORT ITS BANK SUBSIDIARY.

The FRB, which examines Huntington, has a policy stating that a bank
holding company is expected to act as a source of financial and managerial
strength to a subsidiary bank and to commit resources to support such subsidiary
bank. Under the source of strength doctrine, the FRB may require a bank holding
company to make capital injections into a troubled subsidiary bank, and may
charge the bank holding company with engaging in unsafe and unsound practices
for failure to commit resources to such a subsidiary bank. A capital injection
may be required at times when the holding company may not have the resources to
provide it, and therefore may be required to borrow the funds. Any loans by a
holding company to its subsidiary bank are subordinate in right of payment to

12

deposits and to certain other indebtedness of such subsidiary bank. Moreover, in
the event of a bank holding company's bankruptcy, any commitment by the holding
company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment. Thus, any borrowing that must be done by the holding
company in order to make the required capital injection becomes more difficult
and expensive and will adversely impact the holding company's results of
operations and cash flows.

Management does not foresee the need to make capital injections to its
subsidiary bank under the source of strength doctrine in the foreseeable future.

HUNTINGTON'S ACQUISITIONS MAY NOT MEET INCOME EXPECTATIONS AND/OR COST SAVINGS
LEVELS OR MAY NOT BE INTEGRATED WITHIN TIMEFRAMES ORIGINALLY ANTICIPATED.
HUNTINGTON MAY ENCOUNTER UNFORESEEN DIFFICULTIES, INCLUDING UNANTICIPATED
INTEGRATION PROBLEMS AND BUSINESS DISRUPTION IN CONNECTION WITH ITS
ACQUISITIONS. ACQUISITIONS COULD ALSO DILUTE STOCKHOLDER VALUE AND ADVERSELY
AFFECT OPERATING RESULTS.

Huntington may acquire or make investments in other businesses,
technologies, services or products. The process of integrating any acquired
business, technology, service or product into its operations may result in
unforeseen operating difficulties and expenditures. Integration of an acquired
company also may consume considerable management time and attention, which could
otherwise be available for ongoing development of the business. The expected
benefits of any acquisition may not be realized. Moreover, Huntington may be
unable to identify, negotiate, or finance future acquisitions successfully.
Future acquisitions could result in potentially dilutive issuances of equity
securities or the incurrence of debt, contingent liabilities, or amortization
expenses.

IF EITHER OF HUNTINGTON'S REAL ESTATE INVESTMENT TRUST (REIT) AFFILIATES FAIL TO
QUALIFY AS A REIT, HUNTINGTON WILL BE SUBJECT TO A HIGHER CONSOLIDATED EFFECTIVE
TAX RATE.

Huntington Preferred Capital, Inc. (HPCI) and Huntington Preferred
Capital II, Inc. (HPC-II) operate as REITs for federal income tax purposes. HPCI
and HPC-II are consolidated subsidiaries of Huntington that were established to
acquire, hold, and manage mortgage assets and other authorized investments to
generate net income for distribution to their shareholders. Qualification as a
REIT involves application of specific provisions of the Internal Revenue Code.
Two specific provisions are an income test and an asset test. At least 75% of a
REIT's gross income, excluding gross income from prohibited transactions, for
each taxable year must be derived directly or indirectly from investments
relating to real property or mortgages on real property. Additionally, at least
75% of a REIT's total assets must be represented by qualifying real estate
assets. At December 31, 2002, HPCI had qualifying assets of 89% and qualifying
income of 79% for 2002. At the same date, HPC-II had qualifying assets of 79%
and qualifying income of 89% for 2002.

If these REIT affiliates fail to meet any of the required provisions
for REITs, HCPI or HPC-II will no longer qualify as a REIT and the resulting tax
consequences would increase Huntington's effective tax rate.

HUNTINGTON COULD BE HELD RESPONSIBLE FOR ENVIRONMENTAL LIABILITIES OF PROPERTIES
ACQUIRED THROUGH FORECLOSURE OF LOANS SECURED BY REAL ESTATE.

In the event that Huntington is forced to foreclose on a defaulted
commercial mortgage and/or residential mortgage loan to recover its investment
in the mortgage loan, Huntington may be subject to environmental liabilities in
connection with the underlying real property, which could exceed the value of
the real property. Although Huntington exercises due diligence to discover
potential environmental liabilities prior to the acquisition of any property
through foreclosure, hazardous substances or wastes, contaminants, pollutants,
or their sources may be discovered on properties during Huntington's ownership
or after a sale to a third party. There can be no assurance that Huntington
would not incur full recourse liability for the entire cost of any removal and
clean-up on an acquired property, that the cost of removal and clean-up would
not exceed the value of the property, or that Huntington could recover any of
the costs from any third party.

HUNTINGTON'S FINANCIAL STATEMENTS CONFORM WITH ACCOUNTING PRINCIPLES GENERALLY
ACCEPTED IN THE UNITED STATES (GAAP), WHICH REQUIRE MANAGEMENT TO MAKE ESTIMATES
AND ASSUMPTIONS THAT AFFECT AMOUNTS REPORTED IN THE FINANCIAL STATEMENTS. ACTUAL
RESULTS COULD DIFFER FROM THOSE ESTIMATES.

The preparation of Huntington's financial statements requires
management to establish critical accounting policies and make accounting
estimates, assumptions, and judgments that affect amounts recorded and reported
in its

13

financial statements. An accounting estimate requires assumptions about
uncertain matters that could have a material effect on the financial statements
of Huntington if a different amount within a range of estimates were used or
changes in those estimates that are likely to occur period to period.
Huntington's financial statements include estimates related to accruals of
income and expenses and determination of fair values or carrying values of
certain, but not all, assets and liabilities. These estimates are based on
information available to management at the time the estimates are made. Factors
involved in these estimates could change in the future leading to a change of
those estimates, which could be material to Huntington's results of operations
or financial condition.

IF HUNTINGTON'S CREDIT RATING WERE DOWNGRADED, ITS ABILITY TO ACCESS FUNDING
SOURCES MAY BE NEGATIVELY IMPACTED OR ELIMINATED AND HUNTINGTON'S LIQUIDITY AND
THE MARKET PRICE OF ITS COMMON STOCK COULD BE ADVERSELY IMPACTED.

At December 31, 2002, Huntington's and the Bank's credit ratings are as
follows:

Senior
Unsecured Subordinated Short
Notes Notes Term

Moody's Investors Service
Huntington A2 A3 P1
The Bank A1 A2 P1

Standard & Poor's Corporation
Huntington A- BBB+ A2
The Bank A A- A1

Fitch Ratings
Huntington A A- F1
The Bank A A- F1

Huntington relies on certain funding sources such as large corporate
deposits, public fund deposits, federal funds, Euro deposits, FHLB advances, and
bank notes. Although not contractually tied to credit ratings, Huntington's
ability to access these funding sources may be impacted by negative changes in
Huntington's credit ratings. In the case of public funds or FHLB advances, a
credit downgrade also may trigger a requirement that Huntington pledge
additional collateral against outstanding borrowings.

A downgraded credit rating by any of the three credit rating agencies
could negatively affect Huntington's common stock price and the timing of the
pass through of cash flows from obligors to its securitization trusts would be
accelerated. In addition, if the unsecured senior debt of the Bank falls below
BBB+ or Baa1, a Servicer Downgrade Event automatically occurs, which will
trigger an early amortization event in Huntington largest securitization. At
that point, Huntington would no longer be permitted to sell additional loans to
the trust.

Huntington currently provides letters of credit for approximately $600
million of taxable and tax-exempt notes and bonds. Huntington Capital
Corporation (HCC), a consolidated subsidiary of Huntington, acts as the
remarketing agent for approximately $500 million of the outstanding issues.
These obligations are currently owned by a variety of money market funds that
have the right to put these bonds back to HCC for remarketing every seven days.
A lower credit rating could impact HCC's ability to remarket these instruments.
A short-term rating downgrade may cause these obligations to be put back to HCC
for subsequent remarketing or inclusion into HCC holdings. Letter of credit
issuance for the purpose of credit enhancement of bond issues may be impacted.

GUIDE 3 INFORMATION

Information required by Industry Guide 3 relating to statistical
disclosure by bank holding companies is contained in the information
incorporated by reference in response to Items 7 and 8 of this Form 10-K.

AVAILABLE INFORMATION

Huntington makes available free of charge on its Internet website,
www.huntington.com, its Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, and, if applicable, amendments

14

to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, in portable document format (PDF)
typically within three business days after Huntington electronically files such
reports with, or furnishes them to, the SEC. Huntington does not provide the
reports on its website on the same day it electronically files such reports
with, or furnishes them to, the SEC because Huntington desires to provide the
reports on its website in portable document format (PDF) and its current
provider typically needs three business days to convert the reports into PDF and
post them on Huntington's website. During the period between the date on which
Huntington electronically files a report with, or furnishes it to, the
Securities and Exchange Commission and the date on which Huntington posts the
PDF of the report on its website, Huntington will provide an electronic or paper
copy of such report free of charge upon request.

ITEM 2: PROPERTIES

The headquarters of Huntington and its lead subsidiary, The Huntington
National Bank, are located in the Huntington Center, a thirty-seven-story office
building located in Columbus, Ohio. Of the building's total office space
available, Huntington leases approximately 39 percent. The lease term expires in
2015, with nine five-year renewal options for up to 45 years but with no
purchase option. The Huntington National Bank has an equity interest in the
entity that owns the building. Huntington's other major properties consist of a
thirteen-story and a twelve-story office building, both of which are located
adjacent to the Huntington Center; a twenty-one story office building, known as
the Huntington Building, located in Cleveland, Ohio; an eighteen-story office
building in Charleston, West Virginia; a three-story office building located in
Holland, Michigan; a 470,000 square foot Business Service Center in Columbus,
Ohio, which serves as Huntington's primary operations and data center; The
Huntington Mortgage Group's building, located in the greater Columbus area; an
office complex located in Troy, Michigan; and two data processing and operations
centers located in Ohio. The office buildings above serve as regional
administrative offices occupied predominantly by Huntington's Regional and
Private Financial Group lines of business. The Dealer Sales line of business is
primarily located in a three-story office building located in Columbus Ohio. Of
these properties, Huntington owns the thirteen-story and twelve-story office
buildings, and the Business Service Center. All of the other major properties
are held under long-term leases.

In 1998, Huntington entered into a sale/leaseback agreement that
included the sale of 52 of our current locations. The transaction included a mix
of branch banking offices, regional offices, and operational facilities,
including certain properties described above, which Huntington will continue to
operate under a long-term lease.

ITEM 3: LEGAL PROCEEDINGS

Information required by this item is set forth in Note 20 of Notes to
Consolidated Financial Statements on page 101 of the 2002 Annual Report to
Shareholders, and is incorporated herein by reference.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

Part II
-------

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The common stock of Huntington Bancshares Incorporated is traded on the
NASDAQ Stock Market under the symbol "HBAN". The stock is listed as "HuntgBcshr"
or "HuntBanc" in most newspapers. As of February 28, 2003, Huntington had 29,894
shareholders of record.

Information regarding the high and low sale prices of Huntington Common
Stock and cash dividends declared on such shares, as required by this item, is
set forth in Table 30 entitled "Quarterly Stock Summary, Key Ratios and
Statistics, and Capital Data" on page 70 of the 2002 Annual Report to
Shareholders, and is incorporated herein by reference. Information regarding
restrictions on dividends, as required by this item, is set forth in Item 1
"Business-Regulatory Matters-Dividend Restrictions" above and in Notes 15 and 23
of Notes to Consolidated Financial Statements on pages 93 and 105, respectively,
of the 2002 Annual Report to Shareholders, and is incorporated herein by
reference.

15

ITEM 6: SELECTED FINANCIAL DATA

Information required by this item is set forth in Table 1 on page 34 of
Huntington's 2002 Annual Report to Shareholders, and is incorporated herein by
reference.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Information required by this item is set forth on pages 35 through 70
of Huntington's 2002 Annual Report to Shareholders, and is incorporated herein
by reference.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this item is set forth on pages 58 through 62
of Huntington's 2002 Annual Report to Shareholders, and is incorporated herein
by reference.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is set forth on page 72 (independent
auditor's report) and pages 73 through 111 (consolidated financial statements
and notes) and on page 69 (selected quarterly income statements) of Huntington's
2002 Annual Report to Shareholders, and is incorporated herein by reference.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable.

Part III
--------

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item is set forth under the captions
"Class I Directors," "Class II Directors," and "Class III Directors" on pages 2
through 4 under the caption "Executive Officers of the Corporation" on page 19,
and under the caption "Section 16(a) Beneficial Ownership Reporting Compliance"
on page 9 of Huntington's 2003 Proxy Statement, and is incorporated herein by
reference.

ITEM 11: EXECUTIVE COMPENSATION

Information required by this item is set forth under the caption
"Executive Compensation" on pages 10 through 18 and under the caption
"Compensation of Directors" on pages 6 through 9 of Huntington's 2003 Proxy
Statement, and is incorporated herein by reference.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Information required by this item is set forth under the caption
"Ownership of Voting Stock" on pages 8 and 9 and in a table entitled "Plan
Benefits" on page 21 of Huntington's 2003 Proxy Statement, and is incorporated
herein by reference.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is set forth under the caption
"Transactions With Directors and Executive Officers" on pages 6 and 7 and under
the caption "Compensation Committee Interlocks and Insider Participation" on
page 15 of Huntington's 2003 Proxy Statement, and is incorporated herein by
reference.

16

ITEM 14: CONTROLS AND PROCEDURES

On January 15, 2003, Huntington carried out an evaluation, under the
supervision and with the participation of its management, including the Chief
Executive Officer (CEO) and the Chief Financial Officer (CFO), of the
effectiveness of the design and operation of its disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
each of the CEO and CFO concluded that Huntington's disclosure controls and
procedures are effective in timely alerting the CEO and CFO to material
information relating to Huntington (including its consolidated subsidiaries)
required to be included in its periodic SEC filings.

There have been no significant changes in Huntington's internal
controls or in other factors that could significantly affect its internal
controls subsequent to the date it carried out this evaluation.

Part IV
-------

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) The report of independent auditors and consolidated financial
statements appearing in Huntington's 2002 Annual Report to
Shareholders on the pages indicated below are incorporated by
reference in Item 8.

Annual
Report Page
-----------

Independent Auditor's Report 72

Consolidated Balance Sheets as of December 31, 2002 and 2001 73

Consolidated Statements of Income for the years ended
December 31, 2002, 2001 and 2000 74

Consolidated Statements of Changes in Shareholders Equity
For the years ended December 31, 2002, 2001 and 2000 75

Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000 76

Notes to Consolidated Financial Statements 77 - 111

(2) Huntington is not filing separately financial statement schedules
because of the absence of conditions under which they are required or
because the required information is included in the consolidated
financial statements or the notes thereto.

(3) The exhibits required by this item are listed in the Exhibit Index on
pages 21 through 24 of this Form 10- K. The management contracts and
compensation plans or arrangements required to be filed as exhibits to
this Form 10-K are listed as Exhibits 10(a) through 10(t) in the
Exhibit Index.

(b) During the quarter ended December 31, 2002, Huntington filed three Current
Reports on Form 8-K and one Current Report on Form 8-K/A. The first 8-K
report, dated October 16, 2002, was filed under Items 5 and 7, concerning
the retirement of Mr. Don Conrad from the Huntington Bancshares
Incorporated Board of Directors. The second 8-K report, dated October 17,
2002, filed under Items 5 and 7, and the 8-K/A report, dated October 17,
2002, filed under Items 5 and 7, reported Huntington's results of
operations for the quarter and nine months ended September 30, 2002. The
third 8-K report, dated November 13, 2002, was filed under Item 5, provided
guidance on the non-performing asset levels expected for the fourth quarter
2002.

(c) The exhibits to this Form 10-K begin on page 21.

(d) See Item 15(a)(2) above.

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 20th day of
March, 2003.

HUNTINGTON BANCSHARES INCORPORATED
(Registrant)

By: /s/ Thomas E. Hoaglin By: /s/ Michael J. McMennamin
--------------------------------------- -------------------------------------------
Thomas E. Hoaglin Michael J. McMennamin
Chairman, President, Chief Executive Vice Chairman, Chief Financial Officer,
Officer, and Director (Principal Executive and Treasurer (Principal Financial Officer)
Officer)

By: /s/ John D. Van Fleet
-----------------------------------------------
John D. Van Fleet
Senior Vice President and Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 20th day of March, 2003.

/s/ Raymond J. Biggs *
- -------------------------------------------- --------------------------------------------
Raymond J. Biggs Robert H. Schottenstein
Director Director

/s/ Don M. Casto, III * /s/ George A Skestos *
- -------------------------------------------- --------------------------------------------
Don M. Casto, III George A. Skestos
Director Director

/s/ John B. Gerlach, Jr. *
- -------------------------------------------- --------------------------------------------
John B. Gerlach, Jr. Lewis R. Smoot, Sr.
Director Director

/s/ Patricia T. Hayot *
- -------------------------------------------- --------------------------------------------
Patricia T. Hayot Timothy P. Smucker
Director Director

/s/ Wm. J. Lhota *
- --------------------------------------------
Wm. J. Lhota
Director

* /s/ Michael J. McMennamin
- ------------------------------------------------------
Attorney-in fact for each of the persons indicated

18

CERTIFICATION

I, Thomas E. Hoaglin, certify that:

1. I have reviewed this annual report on Form 10-K of Huntington
Bancshares Incorporated;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: March 20, 2003
---------------------------

/s/ Thomas E. Hoaglin
-------------------------
Thomas E. Hoaglin
Chief Executive Officer

19

CERTIFICATION

I, Michael J. McMennamin, certify that:

1. I have reviewed this annual report on Form 10-K of Huntington
Bancshares Incorporated;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize, and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: March 20, 2003
-------------------------

/s/ Michael J. McMennamin
--------------------------------
Michael J. McMennamin
Chief Financial Officer

20

EXHIBIT INDEX

3(i)(a). Articles of Restatement of Charter, Articles of Amendment to
Articles of Restatement of Charter, and Articles Supplementary
-- previously filed as Exhibit 3(i) to Annual Report on Form
10-K for the year ended December 31, 1993, and incorporated
herein by reference.

(i)(b). Articles of Amendment to Articles of Restatement of Charter --
previously filed as Exhibit 3(i)(c) to Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998, and
incorporated herein by reference.

(ii)(a). Amended and Restated Bylaws as of July 16, 2002 - previously
filed as Exhibit 3(ii) to Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002, and incorporated herein by
reference.

4.(a). Instruments defining the Rights of Security Holders --
reference is made to Articles Fifth, Eighth, and Tenth of
Articles of Restatement of Charter, as amended and
supplemented. Instruments defining the rights of holders of
long-term debt will be furnished to the Securities and
Exchange Commission upon request.

(b). Rights Plan, dated February 22, 1990, between Huntington
Bancshares Incorporated and The Huntington National Bank (as
successor to The Huntington Trust Company, National
Association) -- previously filed as Exhibit 1 to Registration
Statement on Form 8-A, filed with the Securities and Exchange
Commission on February 22, 1990, and incorporated herein by
reference.

(c). Amendment No. 1 to the Rights Agreement, dated August 16,
1995--previously filed as Exhibit 4(b) to Form 8-K, dated
August 16, 1995, and incorporated herein by reference.

10. Material contracts:

(a). * Tier I Executive Agreement for certain executive officers.

(b). * Tier II Executive Agreement for certain executive officers.

(c). * Schedule identifying material details of Executive
Agreements, substantially similar to Exhibits 10(a) and 10(b).

(d)(1). * Huntington Bancshares Incorporated Amended and Restated
Incentive Compensation Plan, effective for performance cycles
beginning on or after January 1, 1999 -- previously filed as
Exhibit 10(e) to Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by reference.

(d)(2). * First Amendment to the Huntington Bancshares Incorporated
Amended and Restated 1999 Incentive Compensation Plan --
previously filed as Exhibit 10(g) to Quarterly Report on Form
10-Q for the quarter ended March 31, 2002, and incorporated
herein by reference.

(d)(3). * Second Amendment to the Huntington Bancshares Incorporated
Amended and Restated 1999 Incentive Compensation Plan --
previously filed as Exhibit 10(a) to Quarterly Report on Form
10-Q for the quarter ended September 30, 2002, and
incorporated herein by reference.

(e). * Amended and Restated Long-Term Incentive Compensation Plan,
effective for performance cycles beginning on or after January
1, 1999 - reference is made to Form S-8, Registration No.
33-52394, filed with the Securities and Exchange Commission on
December 21, 2000, and incorporated herein by reference.

(f). * Huntington Bancshares Incorporated Retirement Plan For
Outside Directors -- previously filed as Exhibit 10(t) to
Annual Report on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.

21

(g)(1). * Restated Huntington Supplemental Executive Retirement Plan
-- previously filed as Exhibit 10(n) to Annual Report on Form
10-K for the year ended December 31, 1999, and incorporated
herein by reference.

(g)(2). * Supplemental Executive Retirement Plan with First and Second
Amendments -- previously filed as Exhibit 10(g) to Annual
Report on Form 10-K for the year ended December 31, 1987, and
incorporated herein by reference.

(g)(3). * Third Amendment to Supplemental Executive Retirement Plan --
previously filed as Exhibit 10(k)(2) to Annual Report on Form
10-K for the year ended December 31, 1997, and incorporated
herein by reference.

(g)(4). * Fourth Amendment to Supplemental Executive Retirement Plan
-- previously filed as Exhibit 10(g)(3) to Annual Report on
Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference.

(h). * Deferred Compensation Plan and Trust for Directors --
reference is made to Exhibit 4(a) of Post-Effective Amendment
No. 2 to Registration Statement on Form S-8, Registration No.
33-10546, filed with the Securities and Exchange Commission on
January 28, 1991, and incorporated herein by reference.

(i)(1). * Deferred Compensation Plan and Trust for Huntington
Bancshares Incorporated Directors -- reference is made to
Exhibit 4(a) of Registration Statement on Form S-8,
Registration No. 33-41774, filed with the Securities and
Exchange Commission on July 19, 1991, and incorporated herein
by reference.

(i)(2). * First Amendment to Huntington Bancshares Incorporated
Deferred Compensation Plan and Trust for Huntington Bancshares
Incorporated Directors - previously filed as Exhibit 10(q) to
Quarterly Report 10-Q for the quarter ended March 31, 2001,
and incorporated herein by reference.

(j). * Executive Deferred Compensation Plan for Huntington
Bancshares Incorporated - previously filed as Exhibit 10(a) to
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, and incorporated herein by reference.

(k)(1). * The Huntington Supplemental Stock Purchase and Tax Savings
Plan and Trust (as amended and restated as of February 9,
1990) -- previously filed as Exhibit 4(a) to Registration
Statement on Form S-8, Registration No. 33-44208, filed with
the Securities and Exchange Commission on November 26, 1991,
and incorporated herein by reference.

(k)(2). * First Amendment to The Huntington Supplemental Stock
Purchase and Tax Savings Plan and Trust Plan -- previously
filed as Exhibit 10(o)(2) to Annual Report on Form 10-K for
the year ended December 31, 1997, and incorporated herein by
reference.

(l)(1). * 1983 Stock Option Plan -- reference is made to Exhibit 4A of
Registration Statement on Form S-8, Registration No. 2-89672,
filed with the Securities and Exchange Commission on February
27, 1984, and incorporated herein by reference.

(l)(2). * 1983 Stock Option Plan -- Second Amendment -- previously
filed as Exhibit 10(j)(2) to Annual Report on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.

(l)(3). * 1983 Stock Option Plan -- Third Amendment -- previously
filed as Exhibit 10(j)(3) to Annual Report on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.

(l)(4). * 1983 Stock Option Plan -- Fourth Amendment -- previously
filed as Exhibit (m)(4) to Annual Report on Form 10-K for the
year ended December 31, 1993, and incorporated herein by
reference.

(l)(5). * 1983 Stock Option Plan -- Fifth Amendment -- previously
filed as Exhibit (m)(5) to Annual Report on Form 10-K for the
year ended December 31, 1996, and incorporated herein by
reference.

22

(l)(6). * 1983 Stock Option Plan -- Sixth Amendment -- previously
filed as Exhibit 10(c) to Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, and incorporated herein by
reference.

(m)(1). * 1990 Stock Option Plan -- reference is made to Exhibit 4(a)
of Registration Statement on Form S-8, Registration No.
33-37373, filed with the Securities and Exchange Commission on
October 18, 1990, and incorporated herein by reference.

(m)(2). * First Amendment to Huntington Bancshares Incorporated 1990
Stock Option Plan -- previously filed as Exhibit 10(q)(2) to
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.

(m)(3). * Second Amendment to Huntington Bancshares Incorporated 1990
Stock Option Plan -- previously filed as Exhibit 10(n)(3) to
Annual Report on Form 10-K for the year ended December 31,
1996, and incorporated herein by reference.

(m)(4). * Third Amendment to Huntington Bancshares Incorporated 1990
Stock Option Plan -- previously filed as Exhibit 10(b) to
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, and incorporated herein by reference.

(m)(5). * Fourth Amendment to Huntington Bancshares Incorporated 1990
Stock Option Plan -- previously filed as Exhibit 10(a) to
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, and incorporated herein by reference.

(m)(6). * Fifth Amendment to Huntington Bancshares Incorporated 1990
Stock Option Plan -- previously filed as Exhibit 10(b) to
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, and incorporated herein by reference.

(n)(1). * Amended and Restated 1994 Stock Option Plan -- previously
filed as Exhibit 10(r) to Annual Report on Form 10-K for the
year ended December 31, 1996, and incorporated herein by
reference.

(n)(2). * First Amendment to Huntington Bancshares Incorporated 1994
Stock Option Plan -- previously filed as Exhibit 10(a) to
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, and incorporated herein by reference.

(n)(3). * First Amendment to Huntington Bancshares Incorporated
Amended and Restated 1994 Stock Option Plan -- previously
filed as Exhibit 10(c) to Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002, and incorporated herein by
reference.

(n)(4). * Second Amendment to Huntington Bancshares Incorporated
Amended and Restated 1994 Stock Option Plan -- previously
filed as Exhibit 10(d) to Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002, and incorporated herein by
reference.

(n)(5). * Third Amendment to Huntington Bancshares Incorporated
Amended and Restated 1994 Stock Option Plan -- previously
filed as Exhibit 10(e) to Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002, and incorporated herein by
reference.

(o)(1). * Huntington Bancshares Incorporated 2001 Stock and Long-Term
Incentive Plan -- previously filed as Exhibit 10(r) to
Quarterly Report 10-Q for the quarter ended March 31, 2001,
and incorporated herein by reference.

(o)(2). * First Amendment to the Huntington Bancshares Incorporated
2001 Stock and Long-Term Incentive Plan -- previously filed as
Exhibit 10(h) to Quarterly Report 10-Q for the quarter ended
March 31, 2002, and incorporated herein by reference.

(o)(3). * Second Amendment to the Huntington Bancshares Incorporated
2001 Stock and Long-Term Incentive Plan -- previously filed as
Exhibit 10(i) to Quarterly Report 10-Q for the quarter ended
March 31, 2002, and incorporated herein by reference.

23

(p). * Employment Agreement, dated February 15, 2001, between
Huntington Bancshares Incorporated and Thomas E. Hoaglin -
previously filed as Exhibit 10(p) on Form 10-K for the year
ended December 31, 2000, and incorporated herein by reference.

(q). * Huntington Investment and Tax Savings Plan -- reference
is made to Exhibit 4(a) of Post-effective Amendment No. 1 to
Registration Statement on Form S-8, Registration 33-46327,
previously filed with the Securities and Exchange Commission
on April 1, 1998.

(r). * Huntington Bancshares Incorporated Employee Stock Incentive
Plan (incorporating changes made by first amendment to
Plan) -- reference is made to Exhibit 4(a) of Registration
Statement on Form S-8, Registration 333-75032, previously
filed with the Securities and Exchange Commission on December
13, 2001.

(s). * Second Amendment to Huntington Bancshares Incorporated
Employee Stock Incentive Plan.

(t). Purchase and Assumption Agreement, dated September 25, 2001,
among Huntington Bancshares Incorporated, The Huntington
National Bank, and SunTrust Banks, Inc. - previously filed as
Exhibit 2 to Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001, and incorporated herein by
reference.

13. Portions of Huntington's 2002 Annual Report to Shareholders.

21. Subsidiaries of the Registrant.

23. Consent of Ernst & Young LLP, Independent Auditors.

24. Power of Attorney.

99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
signed by Thomas E. Hoaglin, Chief Executive Officer.

99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
signed by Michael J. McMennamin, Chief Financial Officer.

99.3 Ratio of Earnings to Fixed Charges.

- --------------------------
*Denotes management contract or compensatory plan or arrangement.

24