Edgar Filing: HUNTINGTON BANCSHARES INC/MD

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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

HUNTINGTON BANCSHARES INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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(4) Date Filed: ...........................................................

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NOTICE OF ANNUAL MEETING

PROXY STATEMENT

FINANCIAL SUPPLEMENT
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Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287

RICHARD A. CHEAP
General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The Thirty-Sixth Annual Meeting of Shareholders of Huntington Bancshares
Incorporated will be held in the Riffe Center Capitol Theatre, 77 South High
Street, Columbus, Ohio, on Monday, April 29, 2002, at 2:00 p.m. local Columbus,
Ohio time, for the following purposes:

(1) To elect four directors to serve as Class III Directors until
the Annual Meeting of Shareholders to be held in 2005 and
until their successors are elected.

(2) To ratify the appointment of Ernst & Young LLP, independent
auditors, to serve as auditors for Huntington for the year
2002.

(3) To transact any other business which may properly come before
the meeting.

You will be welcome at the meeting, and we hope you can attend. Directors
and officers of Huntington Bancshares Incorporated and representatives of its
independent auditors will be present to answer your questions and to discuss its
business.

Your vote is important. We urge you to vote as soon as possible so that
your shares may be voted in accordance with your wishes. You may vote by
executing and returning your proxy card, or by voting electronically over the
Internet or by telephone. Please refer to your proxy card for information on
voting electronically. If you attend the meeting, you may vote in person, and
your proxy will not be used.

Sincerely yours,

/s/ Richard A. Cheap
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Richard A. Cheap
March 7, 2002
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SHAREHOLDERS ARE REQUESTED TO VOTE THEIR PROXIES EITHER ELECTRONICALLY - BY
TELEPHONE OR VIA THE INTERNET - OR BY SENDING THEIR PROXY CARDS IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
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INFORMATION FOR SHAREHOLDERS WHO PLAN TO ATTEND THE 2002 ANNUAL MEETING

Please note the new location, day of the week, and time of day for
Huntington's 2002 Annual Shareholders' Meeting:

Riffe Center Capitol Theatre
77 S. High Street
Monday, April 29, 2002 at 2:00 p.m.

The Riffe Center is just further south on High Street from Huntington's downtown
Columbus banking office at 17 S. High Street, where the annual meeting has been
held in recent years.

As always, Huntington will provide complimentary parking passes for
shareholders parking in the four facilities below. Please allow extra time
before the meeting for parking and travel to the meeting location.

Parking Garage Access Street
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Huntington Center Garage Capital Street
Huntington Plaza Garage Front Street
Riffe Center Parking Garage Front Street
State House Garage 3rd and State streets
Broad and 3rd streets
Westbound on State Street

Please direct any questions you may have about the 2002 Annual Meeting to
Huntington's Investor Relations Department at (614) 480-5676.

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PROXY STATEMENT
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This Proxy Statement is provided in connection with the solicitation by the
Board of Directors of Huntington Bancshares Incorporated of proxies to be voted
at the Annual Meeting of Shareholders to be held on April 29, 2002, and at any
adjournment. This Proxy Statement and accompanying proxy card or voting
instructions will be first sent or given to Huntington's shareholders on
approximately March 15, 2002. Holders of record of common stock at the close of
business on February 26, 2002, will be entitled to vote at the Annual Meeting.
At that date, Huntington had 250,745,622 shares of common stock outstanding and
entitled to vote.

Each share of common stock outstanding on the record date entitles the
holder to one vote on each matter submitted at the Annual Meeting. The shares
represented by a properly submitted proxy will be voted as directed if the proxy
is received by Huntington prior to the meeting. The proxy will be voted FOR the
nominees for director named in this Proxy Statement and FOR the ratification of
Ernst & Young LLP's appointment as independent auditors, if no direction is made
to the contrary. A properly submitted proxy will also confer discretionary
authority to vote on any other matter which may properly come before the
meeting.

A person voting by proxy either electronically - by telephone or via the
Internet - or by properly signing and submitting the enclosed proxy card has the
power to revoke his proxy at any time before it is exercised by filing a written
notice with Huntington's Secretary prior to the meeting. Shareholders who attend
the meeting may vote in person and their proxies will not be used.

Huntington will bear the cost of the solicitation of proxies, including the
reasonable charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of stock. Huntington representatives
may solicit proxies by mail, telegram, telephone or other means of electronic
transmission, or personal interview. Huntington has retained Morrow & Co., Inc.
to assist in the solicitation of proxies and will pay such firm fees of
approximately $6,000 plus expenses.

The presence in person or by proxy of the holders of a majority of the
outstanding shares of Huntington will constitute a quorum at the meeting. Under
the law of Maryland, Huntington's state of incorporation, abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum, but are not counted as votes cast at the meeting. Broker non-votes occur
when brokers who hold their customers' shares in street name submit proxies for
such shares on some matters, but not others. Generally, this would occur when
brokers have not received any instructions from their customers. In these cases,
the brokers, as the holders of record, are permitted to vote on "routine"
matters, which typically include the election of directors and ratification of
independent auditors, but not on non-routine matters.

The election of each nominee for director requires the favorable vote of a
plurality of all votes cast by the holders of common stock at a meeting at which
a quorum is present. Only shares that are voted in favor of a particular nominee
will be counted toward such nominee's achievement of a plurality and thus broker
non-votes and abstentions will have no effect. The ratification of the
appointment of independent auditors requires the affirmative vote of a majority
of all the votes cast by the holders of common stock at a meeting at which a
quorum is present. Broker non-votes and abstentions will have no effect on this
matter since they are not counted as votes cast at the meeting.

ELECTION OF DIRECTORS

Huntington's Charter provides for three classes of directors with terms
that expire at successive annual meetings. The Board of Directors proposes the
election of four directors at the 2002 Annual Meeting of Shareholders to serve
as Class III Directors. Don M. Casto III, Patricia T. Hayot, Wm. J. Lhota, and
Timothy P. Smucker are currently Class III Directors of Huntington and are being
nominated for reelection at the 2002 Annual Meeting of Shareholders. The
nominees for Class III Directors, if elected, will each serve a three-year term
expiring at the 2005 Annual Meeting of Shareholders and until their successors
are elected. Ms. Hayot and Messrs. Casto, Lhota, and Smucker were each elected
at the 1999 Annual Meeting of Shareholders to serve three-year terms expiring in
2002.

After a distinguished career leading Huntington through significant growth,
Frank Wobst retired as an officer of Huntington on May 1, 2001, and resigned
from the Board of Directors on August 16, 2001. The Board of Directors does not
propose a replacement for Mr. Wobst's board seat at this time and has reduced
the number of authorized directors from eleven to ten.

It is intended that, unless otherwise directed, the shares represented by a
properly submitted proxy will be voted FOR the election of Ms. Hayot and Messrs.
Casto, Lhota, and Smucker as Class III Directors. In the event that any of these
nominees

should become unavailable, the number of directors may be decreased pursuant to
the Bylaws or the Board of Directors may designate a substitute nominee, for
whom shares represented by a properly submitted proxy would be voted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR.

The following tables set forth certain information concerning each nominee
and each continuing director of Huntington.

CLASS III DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 2005)

DIRECTORSHIPS HELD IN ANY COMPANY WITH A CLASS OF
DIRECTOR SECURITIES REGISTERED PURSUANT TO SECTIONS 12 OR
NAME AND PRINCIPAL OCCUPATION(1) AGE SINCE 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DON M. CASTO III 57 1985
Principal, Don M. Casto Organization,
real estate developers
PATRICIA T. HAYOT 56 1996
Head of Columbus School for Girls
WM. J. LHOTA 62 1990 State Auto Financial Corporation
Retired President, Energy Delivery,
American Electric Power delivery business
unit; Retired Executive Vice President,
American Electric Power Service Corp.,
management, technical, and professional
subsidiary of American Electric Power
TIMOTHY P. SMUCKER 57 1978 The J.M. Smucker Company
Chairman and Co-Chief Executive Officer, Dreyer's Grand Ice Cream, Inc.
The J.M. Smucker Company, manufacturer
of jams, jellies, peanut butter, ice cream
toppings, and natural juice beverages

CLASS I DIRECTORS
(TERMS EXPIRE IN 2003)

JOHN B. GERLACH, JR. 47 1999 Lancaster Colony Corporation
Chairman, President, and Chief Executive
Officer, Lancaster Colony Corporation,
manufacturer and marketer of specialty
food, glassware, candles, and automotive
accessories
THOMAS E. HOAGLIN 52 2001 The Gorman-Rupp Company
Chairman, President and Chief Executive
Officer of the Corporation and
The Huntington National Bank
ROBERT H. SCHOTTENSTEIN 49 1997 M/I Schottenstein Homes, Inc.
Vice Chairman and President,
M/I Schottenstein Homes, Inc.,
homebuilding and development

CLASS II DIRECTORS
(TERMS EXPIRE IN 2004)

DON CONRAD 73 1989
Retired Chairman and Chief Executive
Officer, WACO Oil Company, Inc.,
self storage warehouses and real estate
development
GEORGE A. SKESTOS 74 1995
Retired Chairman, Homewood Corporation,
residential construction and development
LEWIS R. SMOOT, SR. 68 1995 M/I Schottenstein Homes, Inc.
President and Chief Executive Officer,
The Smoot Corporation, general
construction and construction management

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(1) Each nominee and continuing director has held, or been retired from, the
various positions indicated or other executive positions with the same
organizations (or predecessor organizations) for at least the past five
years, except Mr. Hoaglin, who joined Huntington in February 2001 and whose
business experience is described under "Executive Officers of Huntington"
below. Mr. Hoaglin is also a director of The Huntington National Bank.
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The Board of Directors held a total of nine regular and special meetings
during 2001. Each director attended greater than 75% of the meetings of the full
board and the committees on which he served. The Board of Directors has standing
Audit, Compensation and Stock Option, Executive, and Pension Review Committees.

The table below indicates the membership of the Board's standing committees
and the number of times the committees met in 2001.

COMPENSATION AND
DIRECTORS AND STOCK OPTION PENSION REVIEW
NUMBER OF MEETINGS AUDIT COMMITTEE COMMITTEE EXECUTIVE COMMITTEE COMMITTEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------

Don M. Casto III Chair
Don Conrad Member Member Chair
John B. Gerlach, Jr. Member
Patricia T. Hayot Member
Thomas E. Hoaglin Member
Wm. J. Lhota Member
Robert H. Schottenstein Chair
George A. Skestos Member Member Member
Lewis R. Smoot, Sr. Member
Timothy P. Smucker Chair Member Member
NUMBER OF MEETINGS 4 5 3 2

The Audit Committee oversees the financial reporting process, the work of
Huntington's internal and external auditors, and the legal, compliance, and
ethics programs established by the Board of Directors. The Compensation and
Stock Option Committee reviews benefits and executive compensation, including
incentive compensation, and grants stock options. The Executive Committee makes
recommendations to the full Board of Directors with respect to significant
policy issues and nominations to the Board of Directors. The Pension Review
Committee administers Huntington's Retirement Plan, oversees the investment of
plan assets, and makes recommendations to the Board of Directors regarding the
Retirement Plan.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee should not be deemed filed or
incorporated by reference into any other document, including Huntington's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent Huntington specifically incorporates this Report by
reference therein.

The Audit Committee is comprised of four of Huntington's non-employee
directors. The Board of Directors and the Audit Committee believe that the Audit
Committee's current members qualify as "independent directors" as the term is
defined in the applicable listing standards of The Nasdaq Stock Market, Inc. The
Audit Committee operates pursuant to a written Charter that was updated during
2001 and adopted by the Board of Directors in November 2001. A copy of the Audit
Committee Charter is included with this Proxy Statement as Appendix I.

The primary responsibility of the Audit Committee is to oversee
Huntington's financial reporting process and report to the full Board of
Directors. In carrying out its duties, the Audit Committee has reviewed and
discussed the audited financial statements for the year ended December 31, 2001,
with management and Huntington's independent auditors, Ernst & Young LLP. This
discussion included the selection, application, and disclosure of critical
accounting policies. The Audit Committee has also reviewed with Ernst & Young
LLP its judgment as to the quality, not just the acceptability, of Huntington's
accounting principles and such other matters required to be discussed under
auditing standards generally accepted in the United States, including the
Statements on Auditing Standards No. 61, as amended, Communication with Audit
Committees.

In addition, the Audit Committee has reviewed the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and has
discussed with Ernst & Young LLP its independence from Huntington.

Based on these reviews and discussions, the Audit Committee recommended
that the Board of Directors approve the audited financial statements for
inclusion in Huntington's Annual Report on Form 10-K for the year 2001 for
filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
Robert H. Schottenstein, Chairman
John B. Gerlach, Jr.
Patricia T. Hayot
Wm. J. Lhota

COMPENSATION OF DIRECTORS

Each non-employee director of Huntington typically receives quarterly
retainer payments at an annual rate of $27,000. Non-employee chairmen of
standing committees of the Board of Directors typically receive additional
quarterly retainer payments at an annual rate of $5,000. In addition, each
non-employee director typically receives $1,500 for each Board or committee
meeting the director attends (excluding special teleconference meetings). In
2001, however, the Board of Directors decided to forgo all cash compensation for
one year, beginning in May 2001. In lieu of such cash compensation, the
non-employee directors received additional stock option grants.

Huntington considers stock option grants to non-employee directors on an
annual basis in amounts determined at the discretion of the Compensation and
Stock Option Committee. Pursuant to Huntington's 2001 Stock and Long-Term
Incentive Plan, options to purchase 10,000 shares of Huntington common stock
were granted on May 16, 2001, to each of the non-employee directors. This
represents an increase of 2,500 option shares over the awards granted to
non-employee directors in 2000 (excluding the effect of a 10% stock dividend
paid in July 2000). This increased amount was granted in lieu of cash
compensation to which the directors were eligible but elected not to receive in
2001. The options have an exercise price of $14.85 per share, which was equal to
the average of the high and low market price of the underlying shares on the
date of grant. The options become exercisable in equal increments on each of the
first three anniversaries of the date of grant. Generally, the exercise price of
options may be paid for in cash or in shares of Huntington common stock.

All or any portion of the cash compensation otherwise payable to a director
may be deferred if such director elects to participate in the Huntington
Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington
Bancshares Incorporated Directors. The plan, adopted in 1991, allows the members
of the Board of Directors to elect to defer receipt of all or a portion of the
compensation payable to them in the future for services as directors. Such
deferred amounts are not included in the gross income of the directors until
such time as the deferred amounts are distributed from the plan. Huntington
transfers cash equal to the compensation deferred pursuant to the plan to a
trust fund where it is allocated to the accounts of the participating directors.

The trustee of the plan has broad investment discretion over the trust fund
and is authorized to invest in many forms of securities and other instruments,
including Huntington common stock. The trustee may hold some assets of the plan
in the form of cash to the extent the trustee deems necessary. During 2001, the
trustee invested the trust fund primarily in Huntington common stock. The
trustee maintains a separate account for each participating director. Amounts
contributed to the plan are credited to the account of each director in the
ratio that the amount deferred by each director bears to the total amount
deferred by all directors. Distribution of a director's account will be made
either in a lump sum or in equal annual installments over a period of not more
than ten years, as elected by each director. Such distribution will commence
upon the earlier of 30 days after the attainment of an age specified by the
director at the time the deferral election was made, or within 30 days of the
director's termination as a director.

All of the assets of the plan including the assets of the trust fund are
subject to the claims of the creditors of Huntington. The rights of a director
or his or her beneficiaries to any of the assets of the plan are no greater than
the rights of an unsecured general creditor of Huntington. Directors who are
also employees of Huntington do not receive compensation as directors and,
therefore, are ineligible to participate in the plan.

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

Indebtedness of Management

Some of the directors, nominees for election as director, and executive
officers of Huntington are customers of Huntington's affiliated financial and
lending institutions and have transactions with such affiliates in the ordinary
course of business. Directors, nominees, and executive officers of Huntington
also may be affiliated with entities which are customers of Huntington's
affiliated financial and lending institutions and which enter into transactions
with such affiliates in the ordinary course of business. Transactions with
directors, nominees, executive officers, and their affiliates have been on
substantially the same terms, including interest rates and collateral on loans,
as those prevailing at the time for comparable transactions with others and did
not involve more than the normal risk of collectibility or present other
unfavorable features.

Certain Other Transactions

In 2000, The Huntington National Bank began a two-phase renovation of the
bank building located at 17 South High Street, Columbus, Ohio, which continued
through 2001. The purpose of the renovation was to provide the necessary life
safety code improvements to bring the existing 13-story building into compliance
with the Ohio Basic Building Code. The Sherman R. Smoot Company of Ohio was
chosen to prepare conceptual estimates for the project. In addition to the
company's knowledge of current safety code requirements, The Sherman R. Smoot
Company of Ohio has experience relevant to this project, including experience
conducting renovation work in a complex retrofitting environment, with buildings
having historic relevance, and with buildings being continuously occupied by
tenants sensitive to disruption. In scoping the project, The Sherman R. Smoot
Company of Ohio also developed projected schedules for accomplishing the work to
accommodate the bank's need to plan for the budgeting of the project within
workable time frames. Based on the involvement of The Sherman R. Smoot Company
of Ohio in the early planning of the project, officers of The Huntington
National Bank deemed it to be in the best interest of the bank to engage The
Sherman R. Smoot Company of Ohio to support the actual implementation of the
project, to conduct the overall scheduling, and to maintain timely progress on
the project. The Sherman R. Smoot Company of Ohio is charging a fee of 4% of the
total estimated construction cost of Phase I of the project, or $141,575.20, to
act as construction manager for Phase I of the project. Lewis R. Smoot, Sr., who
is a director of Huntington, is President and Chief Executive Officer of The
Sherman R. Smoot Company of Ohio. Mr. Smoot is also President, Chief Executive
Officer, and 87.68% owner of The Smoot Corporation, which is the parent company
of The Sherman R. Smoot Company of Ohio. Officers of The Huntington National
Bank are presently negotiating terms with The Smoot Corporation for Phase II of
the project for implementation later in 2002.

In connection with its Community Centered Banking Program designed to
market and promote banking and loan services to low and moderate income groups,
The Huntington National Bank was party to a consulting and services agreement
with P. T. & Associates Community Development Consulting, Inc. ("P. T. &
Associates") which expired in February 2001. Pursuant to the agreement, P. T. &
Associates assisted The Huntington National Bank in implementing and marketing
the Community Centered Banking Program, including consulting with church and
other community groups in The Huntington National Bank's markets, reviewing
program marketing and promotional materials, and otherwise assisting The
Huntington National Bank in implementing the program. During 2001, The
Huntington National Bank reimbursed P. T. & Associates for expenses totaling
$111,910.27. Mr. Smoot owns 50% of the stock of P. T. & Associates and also
serves as its Treasurer.

The Huntington Community Development Corporation, a Huntington subsidiary,
owned a 99% limited partnership interest in each of two limited partnerships,
SRP I Housing Limited Partnership and SRP II Housing Limited Partnership, from
1991 to December 31, 2001. The Huntington Community Development Corporation's
mission is to promote community welfare, including the revitalization and
stabilization of low-to-moderate income neighborhoods and small businesses. Over
the term of the

investment, The Huntington Community Development Corporation contributed
$3,110,132 to the limited partnerships which together owned and maintained 74
units of affordable housing in the central city of Columbus, Ohio. These
investments further provided tax benefits to The Huntington Community
Development Corporation through tax credits and the recognition of passive
losses. Effective December 31, 2001, The Huntington Community Development
Corporation sold its limited partnership interest in each of the limited
partnerships to the general partner, SRP Housing, Inc. for a purchase price of
$156,528. The purchase price was mutually agreed upon in accordance with the
terms of the limited partnership agreements. Mr. Smoot owns 50% of the stock of
SRP Housing Inc. After taking into account the tax credits and the recognition
of passive losses derived from the investment, and the repurchase of its limited
partnership interest, The Huntington Community Development Corporation achieved
an internal rate of return of approximately 8% on its investment.

OWNERSHIP OF VOTING STOCK

The following table sets forth the beneficial ownership of Huntington
common stock by each of Huntington's directors, nominees for director, the chief
executive officer, the former chief executive officer, and the four next most
highly compensated executive officers, and the directors and executive officers
as a group as of December 31, 2001.

SHARES OF COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENT OF CLASS
------------------------------------------- --------------------------------------------------- -------------------------

Ronald C. Baldwin 72,200 .03%
Don M. Casto III 257,389 (2)(4) .10
Richard A. Cheap 58,414 (3) .02
Don Conrad 1,299,688 (2)(4) .52
John B. Gerlach, Jr. 1,592,890 (2)(4) .63
Patricia T. Hayot 69,871 (4) .03
Thomas E. Hoaglin 597,614 .24
Wm. J. Lhota 77,408 (2)(4) .03
Michael J. McMennamin 62,534 (2) .02
Robert H. Schottenstein 46,210 (4) .02
Ronald J. Seiffert 375,874 (2)(3) .15
George A. Skestos 61,460 (4) .02
Lewis R. Smoot, Sr. 115,280 (2)(4) .05
Timothy P. Smucker 126,280 (4) .05
Frank Wobst 3,519,338 (2) 1.39
Directors and Executive Officers
as a group (15 in group) 4,854,833 (2)(3)(4) 1.90

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(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares reported.
Figures include the following number of shares of common stock which could
have been acquired within 60 days of December 31, 2001, under stock options
awarded under Huntington's stock option plans: 49,200 for Mr. Baldwin,
23,126 for Mr. Casto, 38,491 for Mr. Cheap, 50,944 for Mr. Conrad, 10,615
for Mr. Gerlach, 18,734 for Ms. Hayot, 496,600 for Mr. Hoaglin, 24,590 for
Mr. Lhota, 32,534 for Mr. McMennamin, 18,734 for Mr. Schottenstein, 318,601
for Mr. Seiffert, 31,911 for Mr. Skestos, 24,590 for Mr. Smoot, 24,590 for
Mr. Smucker, 2,528,816 for Mr. Wobst, and 1,014,594 for all directors and
executive officers as a group. For Messrs. Baldwin, Hoaglin, and McMennamin
the number of shares which could be acquired upon the exercise of options
includes the immediately exercisable stock options granted on February 13,
2002, as described in footnotes (3) and (5) to the Summary Compensation
Table below.

(2) Figures include 8,405 shares, 120,778 shares, 50,812 shares, 3,417 shares,
and 62,722 shares of common stock owned by members of the immediate
families of Messrs. Casto, Conrad, Gerlach, Smoot, and Wobst, respectively;
65,907 shares owned by Mr. Conrad as trustee of his daughters' trusts;
5,431 shares owned by Mr. Conrad as beneficiary of the WACO Oil Company,
Inc. Profit Sharing Plan; 16,777 shares owned jointly by Mr. Lhota and his
spouse; 10,500 shares owned jointly by Mr. McMennamin and his spouse;
16,992 shares owned jointly by Mr. Seiffert and his spouse; 1,066,147
shares owned by the John B. Gerlach Trust of which Mr. Gerlach is trustee
and beneficiary; 375,874 shares owned by the Gerlach Foundation of which
Mr. Gerlach is an officer and trustee; 6,436 shares owned by Lancaster
Lens, Inc. of which Mr. Gerlach is an executive officer; 35,431 shares
owned by Lehrs, Inc. of which Mr. Gerlach is a director and executive
officer; 23,248 shares owned by The Smoot Corporation, of which Mr. Smoot
is President; and 1,600,607 shares reported as owned by individuals as to
which the respective directors and executive officers have disclaimed
beneficial ownership.

(3) Figures include shares of common stock held as of December 31, 2001, in
Huntington's Supplemental Stock Purchase and Tax Savings Plan as follows:
1,582 for Mr. Cheap, 12,769 for Mr. Seiffert, and 14,738 for all executive
officers as a group. Prior to the distribution from this plan to the
participants, voting and dispositive power for the shares allocated to the
accounts of participants is held by The Huntington National Bank, as
trustee of the plan.

(4) Figures include shares of common stock held as of December 31, 2001 in
Huntington's deferred compensation plans for directors as follows: 83,754
for Mr. Casto, 57,270 for Mr. Conrad, 8,268 for Mr. Gerlach, 50,438 for Ms.
Hayot, 18,018 for Mr. Lhota, 14,845 for Mr. Schottenstein, 11,681 for Mr.
Skestos, 42,110 for Mr. Smoot, and 87,863 for Mr. Smucker. Prior to the
distribution from the deferred compensation plans to the participants,
voting and dispositive power for the shares allocated to the accounts of
participants is held by The Huntington National Bank, as trustee of the
plans.

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As of December 31, 2001, no person was known by Huntington to be the
beneficial owner of more than 5% of the outstanding shares of Huntington common
stock, except as follows:

NAME AND ADDRESS SHARES OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
------------------------------------------- ----------------------------------------- -----------------------------------------

The Huntington National Bank 13,671,009 (1) 5.44%
Huntington Center
41 South High Street
Columbus, Ohio 43287

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(1) These shares are held in various fiduciary capacities in the ordinary
course of business under numerous trust relationships by The Huntington
National Bank. As fiduciary, The Huntington National Bank has sole power to
dispose of 1,331,701 of these shares, shared power to dispose of 1,164,825
of these shares, sole power to vote 3,140,566 of these shares, and shared
power to vote 10,461,429 of these shares.
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As of December 31, 2001, Messrs. Baldwin, Cheap, and McMennamin owned
2,000, 100, and 3,000 shares, respectively, of Class C Preferred Shares, $25.00
par value, issued by Huntington Preferred Capital, Inc. These executive officers
owned, individually and collectively, less than 1% of the Class C Preferred
Shares outstanding on December 31, 2001. Huntington Preferred Capital, Inc. is a
subsidiary of Huntington.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by Huntington and its
subsidiaries to Huntington's Chief Executive Officer, his predecessor, and each
of the next four most highly compensated executive officers, for each of the
last three fiscal years ended December 31, 2001.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM
COMPENSATION

AWARDS PAYOUTS
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
COMPEN- OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($)(2) BONUS($)(3) SATION($)(4) SARS(5) PAYOUTS($)(6) SATION($)(7)
------------------------------------- ------ ------------- ------------- ------------- ------------- ------------- -------------

THOMAS E. HOAGLIN 2001 $683,077 $250,000 $ (4) 497,000 $ (6) $6,800
Chairman, President and 2000 N/A N/A N/A N/A N/A N/A
CEO 1999 N/A N/A N/A N/A N/A N/A

FRANK WOBST 2001 346,500 148,352 (4) 68,300 (6) 173,860
Former Chairman and 2000 990,000 -0- (4) 440,000 265,320 39,600
CEO 1999 977,308 1,143,450 109,093 441,045 -0- 39,092

RONALD J. SEIFFERT 2001 395,000 201,450 (4) 96,200 (6) 19,800
Vice Chairman 2000 395,000 -0- (4) 82,499 90,060 19,800
1999 374,936 442,538 (4) 103,695 -0- 18,731

MICHAEL J. MCMENNAMIN 2001 330,769 215,000 (4) 99,600 (6) 6,800
Vice Chairman and Chief 2000 115,385 -0- (4) 25,000 N/A N/A
Financial Officer 1999 N/A N/A N/A N/A N/A N/A

RONALD C. BALDWIN 2001 334,327 -0- (4) 174,600 (6) 2,740
Vice Chairman 2000 N/A N/A N/A N/A N/A N/A
1999 N/A N/A N/A N/A N/A N/A

RICHARD A. CHEAP 2001 252,308 159,250 (4) 38,500 (6) 10,892
General Counsel and 2000 218,846 -0- (4) 13,200 43,120 9,554
Secretary 1999 207,308 196,163 (4) 14,639 -0- 8,978

(1) Mr. Hoaglin joined Huntington as President and Chief Executive Officer on
February 15, 2001. Mr. Wobst served as Chief Executive Officer until
February 15, 2001, and as Chairman of the Board until August 16, 2001. Mr.
McMennamin joined Huntington in June 2000. Mr. Baldwin joined Huntington in
April 2001.

(2) Salary figures include amounts deferred pursuant to the Huntington
Investment and Tax Savings Plan and the Supplemental Stock Purchase and Tax
Savings Plan.

(3) Messrs. Hoaglin and Baldwin each agreed to forgo annual cash incentive
bonuses for 2001 which were specified in the terms of their employment of
$420,000 and $213,750, respectively. Mr. McMennamin agreed to forgo
$105,000 of his bonus which represented 50% of the annual cash incentive
bonus for which he would have otherwise been eligible to receive for 2001
under Huntington's Incentive Compensation Plan. In lieu of these bonus
amounts, Huntington granted stock options in February 2002 to Messrs.
Hoaglin, Baldwin, and McMennamin. The $250,000 amount reflected for Mr.
Hoaglin was a signing bonus. The bonus amount reported for Mr. McMennamin
includes a deferred signing bonus of $110,000.

(4) For 2001, other compensation for each of the named executive officers was
less than $50,000 and less than 10% of the total annual salary and bonus
reported for the named executive.

(5) The figures in this column represent shares of Huntington's common stock
underlying stock options awarded for 2001. The figures include the stock
options received in February 2002 as noted in footnote (3), which were in
the amounts of 96,600 shares for Mr. Hoaglin, 24,200 shares for Mr.
McMennamin, and 49,200 shares for Mr. Baldwin.

(6) Huntington's Long-Term Incentive Compensation Plan measures Huntington's
performance over multiple-year, overlapping cycles. There are no payouts to
report for 2001 since a cycle did not end during 2001. In May 2001, awards
were paid for the cycle which began on January 1, 1999 and ended on
December 31, 2000. These awards, which were not yet determined when last
year's proxy statement went to press, are reported in the table as earned
in 2000.

(7) Figures in this column primarily represent amounts contributed by
Huntington to the Huntington Investment and Tax Savings Plan and the
Supplemental Stock Purchase and Tax Savings Plan. For 2001, $2,740 was
contributed for Mr. Baldwin, and $6,800 was contributed for each of the
other named executive officers under the Huntington Investment and Tax
Savings Plan. Huntington contributed to the Supplemental Stock Purchase and
Tax Savings Plan: $0 for Mr. Hoaglin, $13,860 for Mr. Wobst, $19,800 for
Mr. Seiffert, $6,800 for Mr. McMennamin, $10,892 for Mr. Cheap, and $2,740
for Mr. Baldwin. The figure reported for Mr. Wobst in this column also
includes $160,000 received for consulting services provided by Mr. Wobst
following his retirement on May 1, 2001.
----------------

EMPLOYMENT AND EXECUTIVE AGREEMENTS

Under an Employment Agreement, Mr. Hoaglin will be employed by Huntington
through February 14, 2004, with automatic five-year renewals, unless sooner
terminated. Mr. Hoaglin's Employment Agreement provides that his annual base
salary will not be less than $800,000, and that he will participate in
Huntington's incentive compensation plans, retirement plans, and other benefits
afforded to executive officers. Under the Employment Agreement, Mr. Hoaglin is
entitled to a prorated bonus under the Incentive Compensation Plan for 2001 of
at least $420,000. (Mr. Hoaglin agreed to forgo this cash bonus as described in
footnote (3) to the Summary Compensation Table above.) Mr. Hoaglin is also
entitled to a prorated award under the Long-Term Incentive Compensation Plan for
the cycle beginning January 1, 2000, and ending on December 31, 2002, which will
be determined on the basis of Huntington having met at least the target level of
performance. In addition, the Employment Agreement provides that Mr. Hoaglin was
entitled to receive a signing bonus of $250,000 in cash and a grant of stock
options to purchase 400,000 shares of Huntington common stock.

The Employment Agreement may be terminated by either Mr. Hoaglin or
Huntington upon written notice delivered to the other party at least 60 days
prior to the expiration of the initial term or any renewal term. In addition,
Huntington may terminate the agreement in the event Mr. Hoaglin becomes
disabled, which disability continues for more than six consecutive months during
a twelve month period. In such event, Mr. Hoaglin will be entitled to his full
compensation to the date of termination. Thereafter Mr. Hoaglin will be entitled
to two-thirds of his base salary, less any benefits he receives from any of
Huntington's disability insurance programs, until the earlier of termination of
the disability or the termination date of the agreement. Mr. Hoaglin's
compensation and benefits would be reinstated upon his return to employment. In
the event Mr. Hoaglin's employment is terminated for cause, he will receive
salary payments for three months, plus any compensation to which he is entitled
under the incentive compensation plans. In the event Mr. Hoaglin's employment is
terminated by Huntington without cause, Mr. Hoaglin will be entitled to his
minimum base salary, awards under the incentive compensation plans at not less
than target levels, plus retirement and fringe benefits until the termination
date, or if during the initial term, for two years after such termination. Mr.
Hoaglin will be entitled to the same severance package if he were to terminate
the agreement during the initial term for good reason. Good reason means the
withholding from Mr. Hoaglin of authority, duties, responsibilities, and status
consistent with his position, the removal of Mr. Hoaglin from the board of
directors of Huntington or The Huntington National Bank, or breach of the
agreement by Huntington. In the event of Mr. Hoaglin's death during the term of
the agreement, his base salary will continue to be

paid to his beneficiary for six months following the date of death. Any
incentive compensation to which he would have been entitled will also be paid to
his beneficiary.

Huntington entered into an agreement with Mr. Wobst governing his
relationship with Huntington following his retirement as an employee on May 1,
2001. The agreement provides that Mr. Wobst would remain as a non-employee
Chairman of the Board of Directors of Huntington and The Huntington National
Bank through December 31, 2002; however, Mr. Wobst resigned from these positions
on August 16, 2001. Through December 31, 2002, Mr. Wobst will provide consulting
services for which he will be paid $20,000 per month. The agreement also
provides that he receives benefits under Huntington's Retirement Plan and other
retiree benefits, and the Supplemental Executive Retirement Plan. In addition,
he is eligible to receive an award for the cycle of the Long-Term Incentive Plan
which ended on December 31, 2000, to receive pro-rated awards under the
Incentive Compensation Plan for the year 2001 and the Long-Term Incentive Plan
for the cycle that began on January 1, 2001, and ends on December 31, 2002, and
certain other benefits afforded to the executive officers and directors.

Huntington also has entered into Executive Agreements with each of the
persons named in the Summary Compensation Table. Mr. Wobst's Executive Agreement
terminated upon his retirement as an employee of Huntington on May 1, 2001.
These Executive Agreements were entered into as part of Huntington's corporate
strategy to provide protection for, and thus retain, its well-qualified
executive officers notwithstanding any actual or threatened change in control of
Huntington. Change in control generally includes:

- the acquisition by any person of beneficial ownership of 25% or more of
Huntington's outstanding voting securities;
- a change in the composition of the Board of Directors if a majority of the
new directors were not appointed or nominated by the directors currently
sitting on the Board of Directors or their subsequent nominees;
- a merger involving Huntington where Huntington's shareholders immediately
prior to the merger own less than 51% of the combined voting power of the
surviving entity immediately after the merger;
- the dissolution of Huntington; and
- a disposition of assets, reorganization, or other corporate event involving
Huntington which would have the same effect as any of the above-described
events.

Under each Executive Agreement, Huntington or its successor must provide
severance benefits to the executive officer if his employment is terminated
(other than on account of the officer's death or disability or for cause):

- by Huntington, at any time within 36 months after a change in control;
- by Huntington, at any time prior to a change in control but after
commencement of any discussions with a third party relating to a possible
change in control involving such third party if the executive officer's
termination is in contemplation of such possible change in control and such
change in control is actually consummated within 12 months after the date
of such executive officer's termination;
- by the executive officer voluntarily with good reason at any time within 36
months after a change in control of Huntington; and
- by the executive officer voluntarily with good reason at any time after
commencement of change in control discussions if such change in control is
actually consummated within 12 months after the date of such officer's
termination.

Under the Executive Agreements, good reason generally means the assignment
to the executive officer of duties which are materially (and, in the case of Mr.
Cheap, adversely) different from such duties prior to the change in control, a
reduction in such officer's salary or benefits, or a demand to relocate to an
unacceptable location, made by Huntington or its successor either after a change
in control or after the commencement of change in control discussions if such
change or reduction is made in contemplation of a change in control and such
change in control is actually consummated within 12 months after such change or
reduction. An executive officer's determination of good reason will be
conclusive and binding upon the parties if made in good faith, except that, if
the executive officer is serving as Chief Executive Officer of Huntington
immediately prior to a change in control, the occurrence of a change in control
will be conclusively deemed to constitute good reason.

In addition to accrued compensation, bonuses, and vested benefits and stock
options, the executive officer's severance benefits payable under the Executive
Agreements include:

- a lump-sum cash payment equal to three times (or, in the case of Mr. Cheap,
two and one-half times) the officer's highest base annual salary;
- a lump-sum cash payment equal to three times (or, in the case of Mr. Cheap,
two and one-half times) the highest annual incentive compensation to which
the officer would be entitled;
- a lump sum cash payment equal to one and one-half times the highest
long-term incentive compensation to which the officer would be entitled;

- thirty-six months of continued insurance benefits; and
- thirty-six months of additional service credited for purposes of retirement
benefits.

Each Executive Agreement also provides that Huntington will pay the executive
officer such amounts as would be necessary to compensate such officer for any
excise tax paid or incurred due to any severance payment or other benefit
provided under the Executive Agreement. However, if Mr. Cheap's severance
payments and benefits would be subject to any excise tax, but would not be
subject to such tax if the total of such payments and benefits were reduced by
10% or less, then such payments and benefits will be reduced by the minimum
amount necessary (not to exceed 10% of such payments and benefits) so that
Huntington will not have to pay an excess severance payment and Mr. Cheap will
not be subject to an excise tax.

The Executive Agreements provide that, for a period of five years after any
termination of the executive officer's employment, Huntington will provide the
executive officer with coverage under a standard directors' and officers'
liability insurance policy at its expense, and will indemnify, hold harmless,
and defend the executive to the fullest extent permitted under Maryland law
against all expenses and liabilities reasonably incurred by the executive in
connection with or arising out of any action, suit, or proceeding in which he or
she may be involved by reason of having been a director or officer of Huntington
or any subsidiary.

Huntington must pay the cost of counsel (legal and accounting) for an
executive officer in the event such officer is required to enforce any of the
rights granted under his Executive Agreement. In addition, the executive officer
is entitled to prejudgment interest on any amounts found to be due to him in
connection with any action taken to enforce such officer's rights under the
Executive Agreement at a rate equal to the prime commercial rate of The
Huntington National Bank or its successor in effect from time to time plus 4%.

The Executive Agreements for Messrs. Hoaglin and Baldwin are in effect
through December 31, 2002, and the Executive Agreements for Messrs. Seiffert,
McMennamin, and Cheap are in effect through December 31, 2003. All Executive
Agreements are subject to automatic two-year renewals and to an extension for
thirty-six months after any month in which a change of control occurs. An
Executive Agreement will terminate if the employment of the executive officer
terminates other than under circumstances which trigger the severance benefits.

OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(%) ($/SH) DATE VALUE($)(2)
------------------------------ --------------------- ---------------------- -------------- --------------- --------------------

Thomas E. Hoaglin 400,000 5.99 $15.065 02/21/11 $2,024,000
400 .01 17.99 09/04/11 2,080
Frank Wobst(3) 68,300 1.02 15.065 02/21/11 345,598
Ronald J. Seiffert 25,800 .39 15.065 02/21/11 130,548
70,000 1.05 14.85 05/16/11 293,300
400 .01 17.99 09/04/11 2,080
Michael J. McMennamin 75,000 1.12 14.85 05/16/11 314,250
400 .01 17.99 09/04/11 2,080
Ronald C. Baldwin 125,000 1.87 14.85 05/16/11 523,750
400 .01 17.99 09/04/11 2,080
Richard A. Cheap 13,100 .20 15.065 02/21/11 66,286
25,000 .37 14.85 05/16/11 104,750
400 .01 17.99 09/04/11 2,080

---------------

(1) This table details stock options granted during 2001. It does not include
options granted in February 2002 to several of the named executive officers
which were awarded in lieu of all or a portion of cash bonus for 2001 and
described in the footnotes to the Summary Compensation Table above. All
options granted expire ten years from the date of grant. The options
granted on February 21, 2001, became exercisable immediately, except for
200,000 of the option shares granted to Mr. Hoaglin. These options for
200,000 shares granted to Mr. Hoaglin vested upon the one-year anniversary
of the date of grant pursuant to the terms of his Employment Agreement. All
of the options granted on May 16, 2001, become exercisable in equal
increments on each of the first three anniversaries of the date of grant.
The options granted on September 4, 2001, were part of a company wide grant
and become exercisable upon the earlier of (a) Huntington common stock
reaching a target price,
11

or (b) five years. Options not yet exercised are canceled upon a
termination of employment for any reason other than death, retirement under
one or more of Huntington's retirement plans, termination following a
change in control of Huntington, or a disposition (other than a change in
control) of substantially all of the stock or assets of Huntington, in
which case all options become exercisable immediately as of such employment
termination date and remain exercisable for a specified period following
the termination. Generally, the exercise price of options and any tax which
Huntington withholds in connection with the exercise of any stock option
may be satisfied by payment in cash or in shares of Huntington common
stock. None of the options granted in 2001 has a reload feature.

(2) The dollar amounts in this column are the result of calculations made using
the Black-Scholes model, a theoretical method for estimating the present
value of stock options based on complex assumptions about the stock's price
volatility and dividend rate as well as interest rates. Because of the
unpredictability of the assumptions required, the Black-Scholes model, or
any other valuation model, is incapable of accurately predicting
Huntington's stock price or of placing an accurate present value on options
to purchase its stock. In performing the calculations it was assumed that:
the options were exercised at the end of their ten-year terms and the
volatility of the stock price was equal to 47% for the February grants,
41.8% for the May grants, and 39.6% for the September grants. This
volatility was calculated on a natural logarithmic basis of Huntington's
stock price for the twelve-month period preceding the date of grant. It was
further assumed that the risk-free rate of return was equal to the ten-year
United States Treasury Note Rate effective on the date of the grant, to
correspond to the term of the options; and the dividend yield was equal to
Huntington's annualized dividend yield at the end of the calendar quarter
preceding the option grant, which was 4.94% for the February grants, 5.61%
for the May grants, and 4.89% for the September grants. No adjustments were
made for vesting requirements, non-transferability, or risk of forfeiture.
In spite of any theoretical value which may be placed on a stock option
grant, no increase of the stock option's value is possible without an
increase in the market value of the underlying stock. Any appreciation in
the market value of Huntington stock would benefit all shareholders and
would be dependent in part upon the efforts of the named executive
officers. The total of the grant date values indicated in the table for all
stock options granted in 2001 to the named executive officers was
$3,812,882, representing approximately .11% of the value of all shares of
Huntington outstanding on May 16, 2001, which was the date on which the
majority of stock options were granted during the year.

(3) As did the other non-employee directors, Mr. Wobst received an option grant
for 10,000 shares on May 16, 2001, at an exercise price of $14.85. By their
terms, these options were canceled before they became exercisable upon Mr.
Wobst's resignation from the Board of Directors on August 16, 2001.
----------------

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY(2)
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END(#) YEAR-END($)

SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#)(1) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
---------------------------------- ------------------- ---------------------- ------------------------ ------------------------

Thomas E. Hoaglin -0- $-0- 200,000/ $437,000/
200,400 437,000
Frank Wobst 161,662 1,326,029 2,528,816/ 6,350,380/
-0- -0-
Ronald J. Seiffert 2,901 35,117 312,269/ 402,622/
159,962 265,348
Michael J. McMennamin -0- -0- 8,334/ 521/
92,066 181,042
Ronald C. Baldwin -0- -0- 0/ 0/
125,400 300,000
Richard A. Cheap -0- -0- 37,241/ 36,411/
39,080 75,576

---------------

(1) Figures in this column reflect the number of securities underlying the
options exercised, which may be greater than the number of shares actually
received.

(2) An option is in-the-money if the fair market value of the underlying common
stock exceeds the exercise price of the option.

LONG-TERM INCENTIVE PLAN

ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLAN($)(2)
PERFORMANCE OR
NUMBER OF OTHER PERIOD
SHARES, UNTIL
UNITS, OR MATURATION
NAME OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
---------------------------- ----------------- ----------------- -------------------- -------------------- --------------------

Thomas E. Hoaglin (1) (1) $80,000 $500,000 $2,000,000
Frank Wobst (1) (1) 99,000 618,750 2,475,000
Ronald J. Seiffert (1) (1) 39,500 197,500 790,000
Michael J. McMennamin (1) (1) 40,000 200,000 800,000
Ronald C. Baldwin (1) (1) 47,500 296,875 1,187,500
Richard A. Cheap (1) (1) 26,000 104,000 416,000

------------------

(1) Each of the named executive officers was selected by the Compensation and
Stock Option Committee of the Board of Directors to participate in the
three-year cycle of the Long-Term Incentive Compensation Plan which began
on January 1, 2000, and will end on December 31, 2002. Awards for those
executive officers who were not employed by Huntington at the beginning of
the 2000 - 2002 cycle will be prorated from the date the executive officer
was added as a participant. Mr. Wobst's potential award will be prorated to
correspond to the percentage of time during the 2000 - 2002 cycle which he
was an employee.

(2) The Long-Term Incentive Compensation Plan measures Huntington's performance
over two-, three-, or four-year cycles. Huntington's performance goals for
the 2000 - 2002 cycle are based on a comparison of return on average
shareholders' equity to a peer group. Huntington compares itself to the
fifty largest United States banking organizations, minus the ten largest,
based on assets at the end of the cycle. Awards based on a percentage of
base salary will be paid if Huntington's performance achieves the
established threshold or higher. Any awards for the 2000 - 2002 cycle will
be paid in the first half of 2003 when Huntington can determine relative
performance for the cycle. No awards will be paid if Huntington's
performance is below the threshold level. The figures in the table are
based on salaries as of December 31, 2001. The Long-Term Incentive
Compensation Plan is described in greater detail in the "Board Compensation
Committee Report on Executive Compensation" below.

-------------------

PENSION PLAN TABLE

YEARS OF SERVICE
REMUNERATION 15 20 25 30 35 40
------------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------

$250,000 $68,719 $92,324 $115,928 $130,523 $143,023 $155,523
300,000 83,282 111,886 140,491 158,023 173,023 188,023
350,000 97,844 131,449 165,053 185,523 203,023 220,523
400,000 112,407 151,011 189,616 213,023 233,023 253,023
450,000 126,969 170,574 214,178 240,523 263,023 285,523
500,000 141,532 190,136 238,741 268,023 293,023 318,023
600,000 170,657 229,261 287,866 323,023 353,023 383,023
700,000 199,782 268,386 336,991 378,023 413,023 448,023
800,000 228,907 307,511 386,116 433,023 473,023 513,023
900,000 258,032 346,636 435,241 488,023 533,023 578,023
1,000,000 287,157 385,761 484,366 543,023 593,023 643,023

The table above illustrates the operation of Huntington's Retirement Plan
and Supplemental Retirement Income Plan, known as the SRIP, by showing various
annual benefits assuming various levels of final average compensation and years
of credited service. The SRIP provides benefits according to the same benefit
formula as the Retirement Plan, except that benefits under the SRIP are not
limited by Sections 401(a)(17) and 415 of the Internal Revenue Code. Code
Section 401(a)(17) limits the annual amount of compensation that may be taken
into account when calculating benefits under the Retirement Plan. For 2001, this
limit was $170,000. Code Section 415 limits the annual benefit amount that a
participant may receive under the Retirement Plan. For

2001, this amount was $135,000. An employee who: (a) is a participant in the
Retirement Plan; (b) has been nominated by the Compensation and Stock Option
Committee; and (c) earns compensation in excess of the limitation imposed by
Section 401(a)(17) of the Code or whose benefit exceeds the limitation of
Section 415(b) of the Code, is eligible to participate in the SRIP. In addition,
employees whose final benefits under the Retirement Plan are reduced due to
elective deferral of compensation under the Huntington Executive Deferred
Compensation Plan are also eligible to participate in the SRIP.

The maximum years of credited service recognized by the Retirement Plan and
the SRIP is forty. Years of credited service in addition to those actually
earned by a participant may be granted by the Pension Review Committee for the
purposes of determining benefits under the SRIP. Benefit figures shown are
computed on the assumption that participants retire at age 65. The normal form
of benefit under both the Retirement Plan and the SRIP is a life annuity.

During 2001, Mr. Seiffert and Mr. Cheap were eligible to participate in the
Retirement Plan and the SRIP. Messrs. Hoaglin, Baldwin, and McMennamin will each
become eligible to participate in the Retirement Plan and the SRIP during 2002.
The compensation covered for these named executive officers by the Retirement
Plan and the SRIP is the average of the total paid, in the five consecutive
highest years of the executive officer's career with Huntington, of base salary
and 50% of bonus. Bonuses are taken into account for the year in which paid
rather than earned. The estimated credited years of service, as of December 31,
2001, are .92 for Mr. Hoaglin, 22.58 for Mr. Seiffert, 1.58 for Mr. McMennamin,
3.67 for Mr. Cheap, and .75 for Mr. Baldwin.

Mr. Wobst participates in Huntington's Supplemental Executive Retirement
Plan, known as the SERP. During 2001, Mr. Wobst was the only named executive
officer who participated in the SERP. Only those executive officers selected by
the Compensation and Stock Option Committee may participate in the SERP. The
SERP ensures that each participating executive officer (who retires at or after
age 65) receives a level of retirement benefits, without regard to years of
service, equal to at least 65% of the officer's average monthly earnings.
Average monthly earnings is defined as the officer's highest consecutive twelve
months' base salary and 50% of bonuses and incentive or commission compensation
paid or deferred pursuant to incentive plans with a one year measurement period
or less within the previous sixty months. Benefits under the SERP are paid in
the form of a life annuity (with 120 months certain). At the time a
participating officer retires, the benefit the participant is entitled to
through the SERP is calculated, and then funds from the following sources are
deducted to determine the amount (if any) of the payment due from Huntington
under the SERP: (a) Social Security benefits payable; (b) the benefit under the
Retirement Plan; and (c) any benefits under retirement plans of prior employers.
If the sum of the payments due from Social Security, the Retirement Plan, and
retirement plans of prior employers exceeds 65% of the executive officer's
highest consecutive twelve months' base salary, then no payment will be due from
Huntington under the SERP.

The SERP generally has the effect of equalizing a participant's combined
retirement benefits for a particular level of covered compensation for all years
of service. Thus, the total annual benefits payable by Huntington pursuant to
the Retirement Plan and the SERP would be the same for an executive officer with
fifteen years of service as for an executive officer with forty years of
service, assuming each had the same level of covered compensation, the only
difference being that the fifteen year executive officer, having a smaller
benefit from the Retirement Plan, will receive a greater portion of his benefit
from the SERP. Monthly benefits received by participants under the SERP may be
increased annually, if indicated, to reflect increases in the United States
Bureau of Labor Statistics Consumer Price Index for Urban Wage Earners and
Clerical Workers.

The compensation covered by the Retirement Plan and the SERP is base salary
and 50% of bonus paid in the highest twelve month period out of the previous 60
months. Bonuses are taken into account for the year in which paid rather than
earned. Mr. Wobst had 26.83 years of credited service upon his retirement on May
1, 2001, at which time he received a one-time lump sum distribution from the
Retirement Plan of $1,473,229.75, representing the present value of Mr. Wobst's
monthly life annuity benefit of $11,666.67. The benefit paid to Mr. Wobst for
2001 under the SERP, reduced by Social Security benefits payable, was $568,063.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation and Stock Option Committee is composed of Don Conrad,
George A. Skestos, and Timothy P. Smucker. None of the members other than Mr.
Conrad is or has ever been an officer of Huntington or its subsidiaries. Mr.
Conrad served as Chairman of the Board of Directors of Huntington Bancshares
Kentucky, Inc., a subsidiary of Huntington, from its inception in 1985 until its
dissolution in 1996.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following Report on Executive Compensation should not be deemed filed
or incorporated by reference into any other document, including Huntington's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent Huntington specifically incorporates this Report by
reference therein.

The Compensation and Stock Option Committee of the Board of Directors
oversees Huntington's executive compensation programs. The Committee met five
times in 2001 to review and approve executive compensation matters.

Huntington's executive compensation philosophy is designed to meet four
primary goals:

(1) Ensure a strong linkage between corporate, unit, and individual performance
and total compensation.

(2) Integrate compensation programs with Huntington's annual and long-term
strategic goals.

(3) Encourage long-term strategic management and enhancement of shareholder
value through equity awards.

(4) Attract and retain key executives critical to the long-term success of
Huntington by providing a fully competitive reward package that is
appropriately sensitive to performance.

These principles are reflected in the key components of Huntington's
executive compensation programs which consist of base salary, annual incentive
awards, and long-term incentive awards. Huntington's executive compensation
programs are regularly evaluated to ensure that they continue to reinforce
shareholder interests and support the goals of Huntington's executive
compensation philosophy.

Mr. Hoaglin and Huntington have entered into an Employment Agreement which,
among other things, established for Mr. Hoaglin a minimum base salary and
participation in Huntington's compensation plans. Increases in the minimum base
salary and the specific level of participation in the incentive compensation
plans is determined by the Committee based on the factors described below,
except that the Employment Agreement provides that Mr. Hoaglin is entitled to at
least a minimum prorated annual cash bonus for 2001 and a minimum prorated award
under the Long-Term Incentive Compensation Plan for the cycle beginning January
1, 2000 and ending on December 31, 2002.

Mr. Wobst's compensation remained subject to an Employment Agreement with
Huntington through his retirement date of May 1, 2001. Mr. Wobst's Employment
Agreement, which terminated upon his retirement, established, among other
things, a minimum base salary and participation in Huntington's incentive
compensation plans. Mr. Wobst and Huntington entered into a subsequent agreement
governing Mr. Wobst's relationship with Huntington after his retirement,
pursuant to which Mr. Wobst is eligible to receive a prorated cash bonus for
2001 and a prorated award under the Long-Term Incentive Compensation Plan for
the cycle beginning on January 1, 2000 and ending on December 31, 2002. Mr.
Wobst's prorated awards under the incentive compensation plans are determined by
the Committee based on the factors described below. Mr. Hoaglin's Employment
Agreement and Mr. Wobst's retirement agreement are described in greater detail
above under "Employment and Executive Agreements".

Base Salary

An executive officer's base salary and subsequent adjustments are
determined relative to the following factors: individual and business unit
performance, scope of responsibility and accountability, comparison with
industry pay practices, and cost of living considerations. The Committee feels
that all of these factors are significant and the relevance of each varies from
executive to executive. Therefore, no specific weight has been assigned to these
factors in the evaluation of an executive officer's base salary.

The specific measures of business unit performance vary depending upon the
executive's performance area and the goals periodically set for the performance
area by Huntington. Industry salary comparisons, primarily of banking
organizations of comparable asset size, are drawn from survey data relating to
various executive levels published by independent sources. Where relevant,
cross-industry comparisons are utilized for certain executives whose functions
are not specific to traditional banking. Although the Committee reviews data
representing pay practices of the 25th to 75th percentiles of the competitive
market, in terms of compensation, the Committee does not have a policy to target
compensation at a designated level of the pay practices of such market.
Approximately 90% of the banking organizations comprising the S&P Major Regional
Banks Index were represented by the data reviewed. The S&P Major Regional Banks
Index was used for comparison purposes in the shareholder return graph below
(see "Comparison of Five Year Cumulative Total Return Among Huntington, the S&P
500 Index, and the S&P Major Regional Banks Index").

The terms of Mr. Hoaglin's Employment Agreement, including the agreed
minimum base salary, were determined to be competitive for the position of Chief
Executive Officer of Huntington and for a person of Mr. Hoaglin's qualifications
and experience. Mr. Wobst's salary was reviewed in November 2000 for adjustment
in January 2001; however, no increase was made in order to maintain the
deductibility of Mr. Wobst's salary under Internal Revenue Code Section 162(m)
(see "Tax Deductibility of Executive Compensation" below).

Annual Cash Incentive Awards

Under Huntington's Incentive Compensation Plan, executive officers can earn
annual cash incentive awards determined as a percentage of base salary. In
addition to the annual cash incentive awards under the Incentive Compensation
Plan, the Committee may approve discretionary cash bonuses as the Committee
deems appropriate, such as for extraordinary performance or for recruitment
purposes.

For 2001, the range of incentive opportunity under the Incentive
Compensation Plan as a percentage of base salary did not change from the
previous year. The percentage of base salary for an executive officer was
determined by (a) the category to which he was assigned for 2001 based upon his
level of responsibility, (b) Huntington's performance as measured in 2001 by
earnings per share and reduction in non-interest expense relative to a range of
targets established by the Committee in February of 2001, and (c) the
performance of the executive officer's business unit. An executive officer's
award expressed as a percentage of base salary would be greater as higher
performance targets are achieved.

The corporate performance targets that were set for 2001 had no
predetermined relationship to the targets set for the previous year. In
establishing the targets, consideration was given to internal corporate
performance goals and Huntington's assessment of its economic environment and
industry trends.

Awards for those executive officers whose compensation in 2001 was
anticipated to be effected by Section 162(m) of the Internal Revenue Code were
based solely on Huntington's performance relative to the earnings per share
goals (see "Tax Deductibility of Executive Compensation" below). For 2001, the
remaining executive officers' awards were weighted as follows: 50% to 75% for
earnings per share, 20% to 25% for reduction in non-interest expense, and 0% to
30% for business unit performance. The portions of an executive officer's award
tied to these factors were based upon the scope of his responsibility, and could
have been adjusted as recommended by the subjective evaluation of the executive
officer's manager.

The minimum financial performance goals for earnings per share and
reduction in non-interest expense and other material terms of the plan were met
for 2001. If applicable, the executive officer's individual business unit was
evaluated and then awards were determined. For three of the named executive
officers, Huntington issued stock options in lieu of a cash bonus or a portion
of a cash bonus to which such officers would have been eligible pursuant to the
Incentive Compensation Plan or the terms of their employment. (For more details,
please see the "Summary Compensation Table" above, and "Long-Term Incentive
Awards" below.)

Pursuant to the terms of his Employment Agreement, Mr. Hoaglin was
contractually guaranteed a minimum cash bonus for 2001 of $420,000, which was
greater than the amount otherwise payable in accordance with the terms of the
Incentive Compensation Plan. Mr. Hoaglin agreed to forgo payment of the entire
cash bonus for 2001. In lieu thereof, the Committee granted Mr. Hoaglin stock
options to purchase 96,600 shares of Huntington common stock. The Committee
utilized an outside compensation consultant to determine the appropriate number
of stock options to grant Mr. Hoaglin in lieu of his cash bonus. This conversion
was based on a Black-Scholes present valuation model plus a premium to recognize
the lack of marketability of the options, to provide an inducement to reduce
cash expenses, and to emphasize the importance of generating and sustaining
value for shareholders over the long-term. Pursuant to the terms of the
Incentive Compensation Plan and his Retirement Agreement, Mr. Wobst received a
prorated award of $148,352.

Long-Term Incentive Awards

Long-term incentive awards are in the form of stock and cash awards granted
under the Long-Term Incentive Compensation Plan and stock options granted under
Huntington's 2001 Stock and Long-Term Incentive Plan. The value of these awards
is dependent upon Huntington's performance over a period of time, as described
below.

The Long-Term Incentive Compensation Plan measures Huntington's
performance over two-, three-, or four-year cycles. The Committee selects the
length of each cycle and it remains constant throughout the cycle. The Committee
selects as participants for each cycle those officers who, in the opinion of the
Committee, will significantly contribute to the long-term strategic performance
and growth of Huntington. Messrs. Wobst, Seiffert, and Cheap were each selected
by the Committee to participate in the two-year cycle of the Long-Term Incentive
Compensation Plan that began on January 1, 1999, and ended on December 31, 2000.
Each of the named executive officers was selected by the Committee to
participate in the three-year cycle that began on January 1, 2000, and will end
on December 31, 2002.

Awards under the Long-Term Incentive Compensation Plan for the 1999 - 2000
cycle were based on a comparison of Huntington's two-year average return on
average equity, known as ROAE, to the two-year average ROAE of a peer group.
Awards under the Long-Term Incentive Compensation Plan for the 2000 - 2002 cycle
will be based on a comparison of Huntington's three-year average ROAE to the
three-year average ROAE of a peer group. The Committee approved as the peer

groups for the 1999 - 2000 cycle and the 2000 - 2002 cycle the fifty largest
United States banking organizations, based on assets at the end of the
respective cycle, whose stock was publicly traded during the cycle, minus the
ten largest such banking organizations.

Awards are determined as a percentage of the executive officers' base
salary at the end of the cycle. The percentage of base salary for an executive
is determined individually by (a) the group to which the executive is assigned
for a cycle based upon the participant's level of responsibility and (b)
Huntington's ROAE performance relative to other banking organizations in the
peer group for the cycle. Under the plan, if Huntington's ROAE performance is at
the threshold level, which is at the 25th percentile of all peer group banks in
the cycle, awards will be paid. The percentage of base salary awarded to an
executive officer increases incrementally as performance increases. Target level
performance is achieved if Huntington's performance is at the 50th percentile of
all peer group banks in the cycle. The percentage of base salary awarded
increases incrementally at a higher rate once Huntington's ROAE results go over
the plan target levels. No award is made pursuant to the Long-Term Incentive
Compensation Plan if Huntington's ROAE performance is below the threshold level,
and the maximum award will be paid if Huntington's ROAE performance is at or
above the 90th percentile of the peer group. The maximum award is 160% to 250%
of a participant's base salary depending upon the group to which a participant
is assigned based on level of responsibility. Awards are typically made in
stock, however, participants may elect to receive up to 50% of their awards in
cash.

The awards for the 1999 - 2000 cycle are reflected in the Summary
Compensation Table as earned for 2000. The amounts of these awards were not
determinable when last year's proxy statement went to print. Mr. Hoaglin was not
a participant in the 1999 Cycle. For the 2000 - 2002 cycle, the range of
potential awards is set forth in the table above entitled "Long-Term Incentive
Plan Table".

Stock option awards are generally considered annually for the executive
officers by the Committee. The number of option shares granted to the executive
officers in May 2001 was determined based on the individual's scope of
responsibility, a subjective evaluation of the performance of the individual and
his or her business unit since the last grant, and industry comparisons. No
specific weight is attached to these factors.

Data from two surveys published by nationally known compensation and human
resources consulting firms was reviewed by the Committee to determine
competitive benchmarks for awarding 2001 options. One survey included 123
financial institutions of which 43 were commercial banks. The other survey
included 88 financial institutions, of which 45 were commercial banks.
Competitive grants were considered by using sources presenting data as a
percentage of base salary, as a dollar value, and as a percentage of total
shares of common stock outstanding. The Committee does not have a policy to
target its option awards at any specific level of data as provided from these
sources. In addition, information as to the options awarded to each executive
officer during recent years was reviewed by the Committee. However, the
Committee did not assign any weight to the total amount of options held by an
executive officer in determining the size of an option awarded for 2001.

In addition to the grants considered annually, the Committee has the
discretion to approve stock options as it deems appropriate. In February 2001,
the Committee granted additional stock options as incentives to those executive
officers and certain other senior officers who did not receive an annual cash
incentive award for 2000. Although the plan goals and other material terms were
met for 2000, the Committee chose not to pay cash awards under the Incentive
Compensation Plan to key executive officers because Huntington fell short of its
overall profit objectives for that year. In September 2001, the Committee
approved a company wide program awarding stock option grants of 400 shares as
part of Huntington's effort to align the collective interests of employees with
those of shareholders. In order to foster a sense of team work, the Committee
also granted options to the named executive officers and other key officers, who
were excluded by the terms of the broad-based program, which mirrored the
broad-based awards.

Each stock option has an exercise price equal to the fair market value of
the underlying Huntington common stock on the date of grant. Since the stock
options are granted at market price, the value of the stock options is entirely
dependent upon the growth in Huntington's stock price. The grants to executive
officers in May 2001 become exercisable in three equal annual installments
beginning on the first anniversary of the grant. The options granted in February
2001 became exercisable immediately, except for Mr. Hoaglin's grant which is
discussed below. The options granted in September 2001 become exercisable upon
the earlier of Huntington's stock price reaching a target level, or five years,
whichever occurs first.

During 2001, the Committee awarded stock options to 8,190 employees in a
total amount equal to 2.66% of Huntington's average shares of common stock
outstanding for the year. Mr. Hoaglin received 6.00% of all option shares
granted to employees, or 400,400 shares. 400,000 of these option shares were
granted in February 2001 pursuant to the terms of Mr. Hoaglin's Employment
Agreement, 200,000 of which were exercisable immediately. The other 200,000
shares became exercisable on the one-year anniversary of the date of grant. Mr.
Wobst received 1.02% of all option shares granted to employees, or 68,300
shares, which were part of the incentive grants made to senior officers in
February 2001. Additional detail on executive stock option grants is provided in
the table above entitled "Option Grants in Last Fiscal Year."

Tax Deductibility of Executive Compensation

Internal Revenue Code Section 162(m) no longer permits Huntington to deduct
certain non-performance-based compensation in excess of $1,000,000 per taxable
year paid to individuals who, as of the last day of the taxable year, are the
Chief Executive Officer and the four most highly compensated executives required
to be named in the annual proxy statement. Huntington may continue to deduct
compensation paid to the named executive officers in excess of $1,000,000
provided the payment of such compensation qualifies for an exception under
Section 162(m), including an exception for certain performance-based
compensation. The Committee believes that Section 162(m) should not cause
Huntington to be denied a deduction for compensation paid to the named executive
officers in 2001. The Committee will continue to work to structure components of
its executive compensation package to achieve maximum deductibility under
Section 162(m) while at the same time considering the goals of its executive
compensation philosophy.

COMPENSATION AND STOCK OPTION COMMITTEE
Timothy P. Smucker, Chairman
Don Conrad
George A. Skestos

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HUNTINGTON, THE S&P 500 INDEX, AND THE S&P MAJOR REGIONAL BANKS INDEX

The line graph below compares the yearly percentage change in cumulative
total shareholder return on Huntington common stock and the cumulative total
return of the S&P 500 Index and the S&P Major Regional Banks Index for the
period December 31, 1996, through December 31, 2001. The S&P Major Regional
Banks Index is a capitalization-weighted index designed to measure the
performance of the major regional banks sector of the Standard & Poor's 500
Index. An investment of $100 on December 31, 1996, and the reinvestment of all
dividends are assumed.

1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

Huntington $100 $154 $145 $130 $102 $113
S&P 500 $100 $133 $171 $108 $189 $166
S&P Regional Bank $100 $150 $166 $143 $181 $166

While Huntington's five-year return is lower than that of the published indexes
used for comparison purposes in the graph above, for the year 2001 Huntington's
return was +10.7% whereas the returns were -11.8% and -8.5%, respectively, for
the S&P 500 Index and the S&P Major Regional Banks Index.

EXECUTIVE OFFICERS OF HUNTINGTON

Each executive officer of Huntington is listed below, together with a
statement of the business experience of that officer during at least the last
five years. Executive officers are elected annually by the Board of Directors
and serve at the pleasure of the Board.

RONALD C. BALDWIN, age 54, has served as Vice Chairman of Huntington and
The Huntington National Bank since April 2001. He oversees Huntington's
corporate and retail lines of business. Mr. Baldwin served as a Vice President
and a director of Huntington Preferred Capital, Inc. from April 2001 to December
2001. Mr. Baldwin served as President of Retail Delivery for the Retail Banking
Group of Bank One Corporation, managing branches, telephone call centers, ATM's,
and internet banking across a multi-state network, from December 1997 to
December 2000. Prior thereto, Mr. Baldwin served as Bank One Corporation's
president of Business Banking from January 1996 to December 1997 and as Chairman
and Chief Executive Officer of Bank One Wisconsin Corporation from April 1994 to
January 1996.

DANIEL B. BENHASE, age 42, has served as Executive Vice President of The
Huntington National Bank's Private Financial Group since June 2000. Prior to
joining Huntington, Mr. Benhase served as Executive Vice President for Firststar
Bank, N.A. from 1992 to 1994, and as Executive Vice President for Firststar
Corporation from 1994 to June 2000, responsible for managing trust, investment
management, private banking, and brokerage activities.

RICHARD A. CHEAP, age 50, has served as General Counsel and Secretary for
Huntington and as Executive Vice President, General Counsel, Secretary, and
Cashier of The Huntington National Bank since May 1998. Mr. Cheap has also
served as a Vice President and a director since April 2001, and as Secretary
from April 2001 to December 2001, of Huntington Preferred Capital, Inc. Prior to
joining Huntington, Mr. Cheap practiced law with the law firm of Porter, Wright,
Morris & Arthur LLP, Columbus, Ohio, from 1981, and as a partner from 1987 to
May 1998. Mr. Cheap concentrated in the areas of general business, corporate
finance, mergers and acquisitions, and business taxation. While with Porter,
Wright, Morris & Arthur LLP, Mr. Cheap represented Huntington in a variety of
matters, including acting as lead attorney in negotiating the terms and
documentation of most of Huntington's bank acquisitions during the preceding
nine years.

THOMAS E. HOAGLIN, age 52, has served as Chief Executive Officer and
President for both Huntington and The Huntington National Bank since February
2001, and as Chairman of the Board for both since August 2001. Mr. Hoaglin
served as Vice Chairman of AmSouth Bancorporation from February 2000 to August
2000. Mr. Hoaglin served as an officer in various positions during his 26 year
career at Bank One Corporation until March 1999, including, as Executive Vice
President of Private Banking from October 1998 to March 1999, as Chairman and
Chief Executive Officer of Banc One Services Corp. from June 1997 to October
1998, as Chairman of Project One from January 1996 to December 1998, as Chairman
and Chief Executive Officer of Bank One Ohio Corporation from 1992 to 1995, and
as President and Chief Operating Officer of Bank One Texas from 1989 to 1992.

MICHAEL J. MCMENNAMIN, age 56, has served as Vice Chairman for Huntington
since November 2000, and as Chief Financial Officer and Treasurer since October
2000. Mr. McMennamin served as Executive Vice President for Huntington from
October to November 2000, and as Executive Vice President for The Huntington
National Bank from June 2000 to April 2001. Mr. McMennamin has served as
President of Huntington Capital Corp. since June 2000. Mr. McMennamin has also
served as President of Huntington Preferred Capital, Inc. since April 2001 and
as a director of that company since December 2000. From November 1998 to
February 2000, Mr. McMennamin served as Group Executive Vice President and Chief
Financial Officer of Citizens Financial Corp. in Providence, Rhode Island. Prior
thereto, Mr. McMennamin served as Executive Vice President and Chief Financial
Officer for Bank One Corporation from May 1995 to November 1998.

RONALD J. SEIFFERT, age 45, has served as Vice Chairman of Huntington and
as a director and Vice Chairman of The Huntington National Bank since December
1996. He served as Executive Vice President and Executive Director of Commercial
Services for Huntington from January 1996 to December 1996. Prior thereto, Mr.
Seiffert served as Executive Vice President and Group Manager of the Commercial
Banking Group for the Northern Region of The Huntington National Bank from
February 1994. Mr. Seiffert joined the Bank in 1979 and served in various other
capacities prior to February 1994.

PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP, independent
auditors, as auditors for Huntington for the year 2002. Although not required,
the Board of Directors is submitting its selection to the shareholders for
ratification. Ernst & Young LLP has served as the independent auditor for
Huntington since its inception in 1966. The Board of Directors believes that the
reappointment of Ernst & Young LLP for the year 2002 is appropriate because of
the firm's reputation, qualifications, and experience. Representatives of Ernst
& Young LLP will be present at the meeting and will have an opportunity to make
a

statement if they desire to do so. Such representatives will be available to
respond to appropriate questions. The Board of Directors will reconsider the
appointment of Ernst & Young LLP if its selection is not ratified by the
shareholders.

Audit Fees

The aggregate fees billed by Ernst & Young LLP for professional
services rendered for the audit of Huntington's annual financial statements for
the fiscal year ended December 31, 2001, and the review of the financial
statements included in Huntington's Forms 10-Q for the fiscal year 2001 were
$776,000.

All Other Fees

The aggregate fees billed by Ernst & Young LLP for services rendered
for Huntington and its subsidiaries for the fiscal year ended December 31, 2001,
other than for the services described under "Audit Fees", were $1,345,369, which
includes $443,160 of audit related fees, and $150,000 of auditing fees for
Huntington Preferred Capital, Inc. Audit related fees generally include fees for
assurance services such as audits of subsidiary financial statements, comfort
letters and consents, and review of registration statements. The audit fees for
Huntington Preferred Capital, Inc., a Huntington subsidiary with a class of
publicly traded shares, will also be disclosed in that company's Information
Statement. The remainder of the other non-audit fees consisted primarily of fees
for review of cash management services and tax consulting services in the
amounts of $609,994 and $129,315, respectively. None of these fees were for
financial information systems design and implementation.

The Audit Committee has considered whether the provision of services by
Ernst & Young LLP, other than services described under "Audit Fees", is
compatible with maintaining Ernst & Young LLP's independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires
Huntington's officers, directors, and persons who are beneficial owners of more
than ten percent of Huntington common stock to file reports of ownership and
changes in ownership with the SEC. Reporting persons are required by SEC
regulations to furnish Huntington with copies of all Section 16(a) forms filed
by them. Based on its review of the copies of Section 16(a) forms received by
it, and on written representations from reporting persons concerning the
necessity of filing a Form 5-Annual Statement of Changes in Beneficial
Ownership, Huntington believes that, during 2001, all filing requirements
applicable for reporting persons were met, except that one transaction by Mr.
Skestos was filed late.

PROPOSALS BY SHAREHOLDERS FOR 2003 ANNUAL MEETING

If any shareholder of Huntington wishes to submit a proposal for
inclusion in next year's proxy statement and form of proxy, the proposal must be
received by the Secretary of Huntington at the principal executive offices of
Huntington, Huntington Center, 41 South High Street, Columbus, Ohio 43287, prior
to the close of business on November 11, 2002. A shareholder proposal received
after November 11, 2002, but on or before January 8, 2003, will not be included
in the proxy materials, but may be presented at the 2003 Annual Meeting. If
Huntington receives notice of a shareholder proposal after January 8, 2003, the
persons named as proxies for the 2003 Annual Meeting of Shareholders will have
discretionary voting authority to vote on such proposal at the meeting.

In addition, Huntington's Bylaws establish advance notice procedures as
to (1) business to be brought before an annual meeting of shareholders other
than by or at the direction of the Board of Directors, and (2) the nomination,
other than by or at the direction of the Board of Directors, of candidates for
election as directors. Any shareholder who wishes to submit a proposal to be
acted upon at next year's annual meeting or who wishes to nominate a candidate
for election as a director should obtain a copy of these Bylaw provisions and
may do so by written request addressed to the Secretary of Huntington at
Huntington's principal executive offices.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no other
business that will come before the meeting. Should any other matter requiring a
vote of the shareholders arise, a properly submitted proxy confers upon the
person or persons designated to vote the shares discretionary authority to vote
the same with respect to any such other matter in accordance with their best
judgment.

The Financial Supplement attached to this Proxy Statement contains
information relating to Huntington's financial results for the fiscal year ended
December 31, 2001, including Huntington's consolidated financial statements,
accompanying notes, and Management's Discussion and Analysis of Financial
Condition and Results of Operations. Huntington's 2001 Annual Report was
furnished to shareholders concurrently with the mailing of this proxy material.
HUNTINGTON'S FORM 10-K FOR 2001 AND ADDITIONAL COPIES OF THE 2001 ANNUAL REPORT
WILL BE FURNISHED, WITHOUT CHARGE, TO HUNTINGTON SHAREHOLDERS UPON WRITTEN
REQUEST TO INVESTOR RELATIONS, HUNTINGTON BANCSHARES INCORPORATED, HUNTINGTON
CENTER, COLUMBUS, OHIO 43287.

If you are an employee of Huntington or its affiliated entities and are
receiving this Proxy Statement as a result of your participation in the
Huntington Investment and Tax Savings Plan, a proxy card has not been included.
Instead, an instruction card, similar to a proxy card, has been provided so that
you may instruct the trustee how to vote your shares held under this plan.
Please refer to your instruction card for information on instructing the trustee
electronically over the Internet or by telephone.

APPENDIX I

HUNTINGTON BANCSHARES INCORPORATED
AUDIT COMMITTEE CHARTER

ORGANIZATION

This charter governs the operations of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
Board of Directors. The committee shall be appointed by the Board of Directors
and shall comprise at least three directors, each of whom is independent.
Members of the committee shall be considered independent if, in the opinion of
the Board of Directors, they have no relationship that may materially interfere
with the exercise of their independent judgment in carrying out the
responsibilities of a director, as further set forth in the applicable rules.
All committee members shall be financially literate, or shall become financially
literate within a reasonable period of time after appointment to the committee,
and at least one member shall have finance, accounting or related financial
management experience or background, as required by the applicable rules.

STATEMENT OF POLICY

The audit committee shall provide assistance to the Board of Directors in
overseeing the Company's financial statements and the financial reporting
process, the systems of internal accounting and financial controls, the internal
audit function, the annual independent audit of the Company's financial
statements, and the legal compliance and ethics programs as established by
management and the Board. In so doing, it is the responsibility of the committee
to maintain free and open communication between the committee, independent
auditors, the internal auditors and management of the Company. The committee is
empowered to investigate any matter brought to its attention with full access to
all books, records, facilities, and personnel of the Company and the power to
retain outside counsel or other experts for this purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of its
activities to the Board. Management is responsible for preparing the Company's
financial statements, and the independent auditors are responsible for auditing
those financial statements. The committee in carrying out its responsibilities
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and circumstances. The committee should take the
appropriate actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices, and ethical behavior.

The following shall be the principal recurring processes of the audit committee
in carrying out the oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement or alter them as
appropriate.

A-1

- The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable to
the Board and the audit committee, as representatives of the Company's
shareholders. The committee shall have the authority and responsibility to
evaluate and, where appropriate, recommend to the Board the replacement of the
independent auditors. The committee shall ensure that it has received, and shall
discuss with the independent auditors their independence from management and the
Company and the matters included in, the written disclosures required by the
Independence Standards Board. Annually, the committee shall review and recommend
to the Board the selection of the Company's independent auditors, subject to
shareholders' ratification.

- The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits including the
adequacy of staffing and compensation. Also, the committee shall discuss with
management, the internal auditors, and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the Company's
system to monitor and manage business risk, and legal and ethical compliance
programs. Further, the committee shall meet separately with the internal
auditors and the independent auditors, with and without management present, to
discuss the results of their examinations.

- The committee shall review the interim financial statements prior to the
filing of the Company's Quarterly Report on Form 10-Q. Also, the committee shall
review the quarterly earnings results prior to the press release. In addition,
the committee shall discuss the results of the quarterly review and any other
matters required to be communicated to the committee by the independent auditors
under auditing standards generally accepted in the United States of America. The
chair of the committee may represent the entire committee for the purposes of
this review.

- The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form 10-K
(or the annual report to shareholders if distributed prior to the filing of Form
10-K), including their judgment about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements. Also, the committee
shall discuss the results of the annual audit and any other matters required to
be communicated to the committee by the independent auditors under auditing
standards generally accepted in the United States of America.

Dated: November 20, 2001

A-2

VOTE BY INTERNET - www.proxyvote.com
COMPUTERSHARE INVESTOR SERVICES Use the Internet to transmit your voting
P.O. BOX 2702 instructions and for electronic
CHICAGO, IL 60690-2702 delivery of information up until
11:59 P.M. Eastern Time, April 28,
2002. Have your proxy card in hand when
you access the web site. You will be
prompted to enter your 12-digit Control
Number which is located below to obtain
your records and to create an
electronic voting instruction form.

IMPORTANT NOTICE REGARDING DELIVERY VOTING BY PHONE - 1-800-690-6903
OF SECURITY HOLDER DOCUMENTS Use any touch-tone telephone to transmit
AUTO DATA PROCESSING your voting instructions up until 11:59
INVESTOR COMM SERVICES 1 P.M. Eastern Time, April 28, 2002. Have
ATTENTION: your proxy card in hand when you call.
TEST PRINT O You will be prompted to enter your
51 MERCEDES WAY F 12-digit Control Number which is located
EDGEWOOD, NY 3 2 below and then follow the simple
11717 1 4 instructions the Vote Voice provides
you.

2 VOTE BY MAIL
Mark, sign, and date your proxy card and
return it in the postage-paid envelope
we have provided or return it to
Huntington Bancshares Incorporated, c/o
ADP, 51 Mercedes Way, Edgewood, NY
11717.

*HOUSE HOLDING OPTION Sign your name as it appears hereon.
When signing as attorney, executor,
MARK "FOR" TO ENROLL THIS ACCOUNT administrator or guardian, please give
TO RECEIVE CERTAIN FUTURE SECURITY full title.
HOLDER DOCUMENTS IN A SINGLE
PACKAGE PER HOUSEHOLD. MARK
"AGAINST" IF YOU DO NOT WANT TO
PARTICIPATE. SEE ENCLOSED NOTICE.

TO CHANGE YOUR ELECTION IN THE
FUTURE, CALL 1-800-542-1061.

123,456,789,012.00000

CONTROL NUMBER 000000000000

ACCOUNT NUMBER 1234567890123456789

PAGE 1 OF 2

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X HNTGTN KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED DETACH AND RETURN THIS PORTION ONLY

HUNTINGTON BANCSHARES INCORPORATED
03 0000000000 218104049236

The Board of Directors recommends a vote FOR Items 1 and 2. FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE FOR ANY
ALL ALL EXCEPT NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE
1. Election of Directors THE NOMINEE'S NAME ON THE LINE BELOW.

01) Don M. Casto III [ ] [ ] [ ] --------------------------------------
02) Patricia T. Hayot
03) Wm. J. Lhota
04) Timothy P. Smucker FOR AGAINST ABSTAIN

2. Ratification of the appointment of Ernst & Young LLP to serve as independent auditor for the year 2002. [ ] [ ] [ ]

If you plan to attend the Annual Meeting, please mark this box. [ ]

If you wish to include comments, please mark this box and
FOR AGAINST write them on the back where indicated. [ ]

* HOUSEHOLDING OPTION [ ] [ ]

-------------------------------------- -------- ------------------------ -------- 123,456,789,012
Signature [PLEASE SIGN WITHIN BOX] Date P45730 Signature (Joint Owners) Date 446150B99
31

--------------------------------------------------------------------------------

COMMON STOCK

HUNTINGTON BANCSHARES INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING -- APRIL 29, 2002

The undersigned shareholder of Huntington Bancshares Incorporated hereby
appoints Jon M. Anderson, S. Ronald Cook, Jr., and Mary Beth M. Clary, or any
one or more of them, as attorneys and proxies, with full power of substitution,
to vote all of the Common Stock of Huntington Bancshares Incorporated, which the
undersigned is entitled to vote, at the Annual Meeting of Shareholders of
Huntington Bancshares Incorporated, to be held in the Riffe Center Capitol
Theatre, 77 S. High Street, Columbus, Ohio, on Monday, April 29, 2002, and at
any adjournment or adjournments thereof as designated on the reverse.

Comments:
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(If you noted comments above, please check the corresponding
box on the reverse side)

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
---
DIRECTOR NOMINEES NAMED HEREIN AND FOR THE RATIFICATION OF THE
---
APPOINTMENT OF ERNST & YOUNG LLP

CONTROL NUMBER

HUNTINGTON BANCSHARES INCORPORATED 000000 0000000000 0 0000

000000000.000 ext
[ ] Mark this box with an X if you have made changes to your name or address details below. 000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4 HOLDER ACCOUNT NUMBER
ADD 5
ADD 6 C 1234567890 JNT

Use a BLACK pen. Print in
CAPITAL letters inside the grey [A] [B] [C] [1] [2] [3] [X]
areas as shown in this example.

--------------------------------------------------------------------------------
ANNUAL MEETING INSTRUCTION CARD
--------------------------------------------------------------------------------

A ELECTION OF DIRECTORS PLEASE REFER TO THE REVERSE SIDE FOR INTERNET
AND TELEPHONE VOTING INSTRUCTIONS.

The Corporation's Board of Directors Recommends a vote FOR the listed nominees.

1. Election of Directors FOR WITHHOLD

01 - Don M. Casto III [ ] [ ]

02 - Patricia T. Hayot [ ] [ ]

03 - Wm. J. Lhota [ ] [ ]

04 - Timothy P. Smucker [ ] [ ]

B ISSUES
The Corporation's Board of Directors recommends a vote FOR Item 2.

FOR AGAINST ABSTAIN

2. Ratification of the appointment of Ernst & [ ] [ ] [ ]
Young LLP to serve as independent auditors
for the year 2002.

C AUTHORIZED SIGNATURE - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please date and sign your name as it appears hereon.

Signature 1 Date (dd/mm/yyyy)

------------------------- ----/----/-------

A5151 1 U P X 007N2C +

--------------------------------------------------------------------------------
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
--------------------------------------------------------------------------------

INSTRUCTIONS TO TRUSTEE FOR VOTING

HUNTINGTON BANCSHARES INCORPORATED ANNUAL MEETING - APRIL 29, 2002

The undersigned participant in the Huntington Investment and Tax Savings Plan
(the "Plan") hereby instructs The Huntington National Bank, trustee of the Plan,
to appoint Jon M. Anderson, S. Ronald Cook, Jr., and Mary Beth M. Clary, or any
one or more of them, as attorneys and proxies with full power of substitution to
vote all of the Common Stock of Huntington Bancshares Incorporated (the
"Corporation") which the undersigned is entitled to vote pursuant to section
11.05 of the Plan at the Annual Meeting of Shareholders of the Corporation to be
held in the Riffe Center Capitol Theatre, 77 S. High Street, Columbus, Ohio, on
Monday, April 29, 2002, and at any adjournment or adjournments thereof as
designated on the reverse.

The Corporation's Board of Directors recommends a vote FOR items 1 and 2.

IF NO DIRECTION IS MADE, THE TRUSTEE WILL VOTE THE SHARES AS DIRECTED BY THE
PLAN'S ADMINISTRATIVE COMMITTEE IN ACCORDANCE WITH THE TERMS OF THE PLAN.

INTERNET AND TELEPHONE VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE OR INTERNET! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!

Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy. Have this proxy card in hand when you call.

To vote using Telephone To vote using the Internet
(within U.S. and Canada)

- Call toll free 1-888-297-9635 from a touch tone telephone. There is - Go to the following web site:
NO CHARGE for this call. www.computershare.com/proxy/example

- Choose from one of the options listed below. - Enter the information requested on your
computer screen, including your
Option 1: Enter the six-digit Control Number located on the reverse side of six-digit Control Number located on the
this card and then follow the voting instructions. reverse side of this card, then follow
the voting instructions on the screen.
Option 2: If you choose to vote on EACH proposal SEPARATELY, press 0 and
follow the recorded instructions. Your vote selections will be repeated
and you will have an opportunity to confirm them.

IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY
CARD.

PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 12:00
MIDNIGHT, CENTRAL TIME, ON APRIL 28, 2002.

THANK YOU FOR VOTING 007N3C

CONTROL NUMBER

HUNTINGTON BANCSHARES INCORPORATED 000000 0000000000 0 0000

Use a BLACK pen. Print in
CAPITAL letters inside the grey [A] [B] [C] [1] [2] [3] [X]
areas as shown in this example.

--------------------------------------------------------------------------------
ANNUAL MEETING INSTRUCTION CARD
--------------------------------------------------------------------------------

A ELECTION OF DIRECTORS PLEASE REFER TO THE REVERSE SIDE FOR INTERNET
AND TELEPHONE VOTING INSTRUCTIONS.

The Corporation's Board of Directors Recommends a Vote FOR the listed nominees.

1. Election of Directors FOR WITHHOLD

01 - Don M. Casto III [ ] [ ]

02 - Patricia T. Hayot [ ] [ ]

03 - Wm. J. Lhota [ ] [ ]

04 - Timothy P. Smucker [ ] [ ]

B ISSUES
The Corporation's Board of Directors recommends a vote FOR Item 2.

FOR AGAINST ABSTAIN

2. Ratification of the appointment of Ernst & [ ] [ ] [ ]
Young LLP to serve as independent auditors
for the year 2002.

C AUTHORIZED SIGNATURE - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please date and sign your name as it appears hereon.

Signature 1 Date (dd/mm/yyyy)

------------------------- ----/----/-------

A5152 1 U P X 007N5C +

--------------------------------------------------------------------------------
EMPIRE NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN
--------------------------------------------------------------------------------

INSTRUCTIONS TO TRUSTEE FOR VOTING

HUNTINGTON BANCSHARES INCORPORATED ANNUAL MEETING - APRIL 29, 2002

The undersigned participant in the Empire National Bank Employee Stock Ownership
Plan (the "Plan") hereby instructs The Huntington National Bank, the trustee of
the Plan, to appoint Jon M. Anderson, S. Ronald Cook, Jr., and Mary Beth M.
Clary, or any one or more of them, as attorneys and proxies with full power of
substitution to vote all of the Common Stock of Huntington Bancshares
Incorporated (the "Corporation") which the undersigned is entitled to vote
pursuant to paragraph 8.1 of the Plan at the Annual Meeting of Shareholders of
the Corporation to be held in the Riffe Center Capitol Theatre, 77 S. High
Street, Columbus, Ohio, on Monday, April 29, 2002, and at any adjournment or
adjournments thereof as designated on the reverse.

The Corporation's Board of Directors recommends a vote FOR items 1 and 2.
---

IF NO DIRECTION IS MADE, THE PARTICIPANT'S SHARES OF COMMON STOCK OF THE
CORPORATION SHALL NOT BE VOTED AT THE ANNUAL MEETING.

INTERNET AND TELEPHONE VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE OR INTERNET! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!

Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy. Have this proxy card in hand when you call.

To vote using the Telephone To vote using the internet
(within U.S. and Canada)

- Call toll free 1-888-776-5662 from a touch tone - Go to the following web site:
telephone. There is NO CHARGE for this call. www.computershare.com/proxy/example

- Choose from one of the options listed below. - Enter the information requested on your computer
screen, including your six-digit Control Number
Option 1: Enter the six-digit Control Number located on located on the reverse side of this card, then
the reverse side of this card and then follow follow the voting instructions on the screen.
the voting instructions.

Option 2: If you choose to vote on EACH proposal
SEPARATELY, press 0 and follow the recorded
instructions. Your vote selections will be
repeated and you will have an opportunity to
confirm them.

IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY
CARD.

PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 12:00
MIDNIGHT, CENTRAL TIME, ON APRIL 28, 2002.

THANK YOU FOR VOTING
007N6C