EX-25 5 l91453aex25.txt EXHIBIT 25 Exhibit 25 United States Securities and Exchange Commission Washington, D.C. 20549 ------------------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------------------------------ THE HUNTINGTON NATIONAL BANK (Exact name of trustee as specified in its chatter) ------------------------------ 31-0966785 (Jurisdiction of incorporation (IRS Employer Identification Number) or organization if not a U.S. national bank) 41 S. High Street 43215 Columbus, Ohio (Zip Code) (Address of principal executive offices) Richard A. Cheap, General Counsel and Secretary The Huntington National Bank 41 S. High Street - HC3412 Columbus, Ohio 43215 Tel: (614) 480-4647 (Name, address and telephone number of agent for service) ------------------------------------ AMERICAN GREETINGS CORPORATION (Exact name of obligor as specified in its charter) Ohio 34-0065325 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) One American Road 44114 Cleveland, Ohio (Zip Code) (Address of principal executive offices) ------------------------------------ AMERICAN GREETINGS CORPORATION 11.75% SENIOR SUBORDINATED NOTES DUE 2008 Debt Securities (Title of the indenture securities) ------------------------------------ 1 GENERAL Pursuant to General Instruction B of the Form T-1, the applicant is providing responses to only Items 1, 2, and 16 of the Form T-1 since the obligor is not in default. Item 1. General Information Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Office of the Comptroller of the Currency Federal Deposit Insurance Corporation Central District Chicago Region One Financial Plaza 30 South Wacker Drive 440 South LaSalle, Suite 2700 Chicago, Illinois 60505 Chicago, Illinois 60605
Board of Governors of the Federal Reserve System Washington, D.C. 20551 Federal Reserve Bank of Cleveland - District No.4 1455 East Sixth Street Cleveland, Ohio 44115 (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the obligor If the obligor is an affiliate of the trustee, describe each such affiliation. None. 2 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect. 2. A copy of the Certificate of Authority of the Trustee to Commence Business. 3. A copy of the authorization of the Trustee to exercise corporate trust powers. 4. A copy of the existing By Laws of the Trustee. 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Huntington National Bank, a national association organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Columbus and State of Ohio on the 15th day of October, 2001. THE HUNTINGTON NATIONAL BANK (Trustee) By: /s/ F. G. Lamb ------------------------------------ F. G. Lamb, Vice President (Name and Title) 3 ITEM 16 - Exhibit 1 Charter No. 7745 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE HUNTINGTON NATIONAL BANK (Adopted October 15, 2001) FIRST. The title of this Association shall be The Huntington National Bank. SECOND. The main office of the Association shall be in the City of Columbus, County of Franklin, State of Ohio. The general business of the Association shall be conducted at its main office and its branches. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five shareholders, the exact number of directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors then in office or by resolution of the shareholders at any annual or special meeting thereof Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by an action of a majority of the Board of Directors then in office. Each director, during the term of his directorship, shall own shares of this Association, or of another corporation whose shares are acceptable under law as director's qualifying shares, the aggregate par value of which is at least $1,000. FOURTH. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate on the date of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held according to such lawful regulations as may be prescribed by the Board of Directors. FIFTH. 5.1 AUTHORIZED SHARES. The authorized amount of capital stock of this Association shall be: (i) 4,000,000 shares of common stock, of the par value of $10.00 per share; (ii) 500,000 shares of Class B preferred stock; of the par value of $1,000 per share; (iii) 2,000,000 shares of Class C preferred stock, of the par value of $25.00 per share; and (iv) 14,000,000 shares of Class D preferred stock, of the par value of $25.00 par value per share; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States. The rights and preferences of the Class B, Class C, and Class D preferred stock shall be as set forth in Sections 5.4 through 5.6 hereof. 5.2 NO PREEMPTIVE RIGHTS. No holder of shares of the capital stock of any class of this Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. 5.3 AUTHORITY TO ISSUE DEBT OBLIGATIONS. This Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. 5.4 CLASS B PREFERRED STOCK. 5.4.1 Definitions. As used herein in reference to the Class B preferred stock: (a) "Accrued Dividends" means an amount equal to dividends on the Class B preferred stock at the rate specified in Section 5.4.2(a) hereof, if, as, and when declared by the Board of Directors of the Association, computed from the date on which such dividends began to accrue on such shares to the date to which dividends are stated to accrue, less the aggregate amount of dividends previously paid thereon. (b) "Designated LIBOR Page" means the display on the Dow Jones Telerate Service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. (c) "LIBOR" means the rate for three-month deposits in U.S. dollars that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on a particular date. If no such rate appears, LIBOR with respect to such date will be determined as follows: (i) the Bank will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Bank, to provide the Bank with its offered quotation for three-month deposits in U.S. dollars to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such date, and in a principal amount of not less than U.S. $1,000,000, that is representative of a single transaction in such market at such time; (ii) if at least two such quotations are provided, LIBOR with respect to such date will be the arithmetic mean of such quotations; (iii) if fewer than two quotations are provided, LIBOR with respect to such date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such date, by three major banks in New York City selected by the Bank for three-month loans in U.S. dollars to leading European banks, and in a principal amount of not less than U.S. $1,000,000, that is representative of a single transaction in U.S. dollars in such market at such time; provided, however, that if the banks so selected by the Bank are not quoting as mentioned in this sentence, LIBOR for such date will be the same as LIBOR for the immediately preceding Dividend Payment Period. -2- (d) "London Banking Day" means a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. 5.4.2 Dividends. (a) The dividend rate for the Class B preferred stock shall be a variable rate, to be determined quarterly for each calendar quarter during which any Class B preferred stock are outstanding, equal to LIBOR, determined as of the first day of each such quarter or, if the first day of such quarter is not a London Banking Day, then on the first London Banking Day of such quarter. (b) The Board of Directors may declare dividends on the Class B preferred stock quarterly, and may set apart funds for the payment of such dividends at the time of such declaration. Any such dividends, when, as, and if declared by the Board of Directors, shall be payable annually on such date as may be fixed by the Board of Directors to holders of such shares of record on the record date fixed for such purpose by the Board of Directors in advance of the payment of such dividend. Any dividends on the Class B preferred stock shall be payable only out of funds legally available for the payment thereof (c) Dividends on the Class B preferred stock shall not be cumulative; however, so long as any Class B preferred stock remain outstanding, no dividend, except a dividend payable in common shares, shall be declared or paid upon, nor shall any distribution be made or ordered except as aforesaid, in respect of the common shares, nor shall any moneys be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of shares of common stock, in a particular calendar year, unless the full dividend on all outstanding Class B preferred stock for all calendar quarters within such year that have ended prior to the taking of any such action with respect to the common stock shall have been paid or declared and set apart for payment. 5.4.3 Liquidation Preference. The amount payable on the outstanding shares of Class B preferred stock in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of affairs of the Association shall be $1,000 per share, plus the amount of any Accrued Dividends to the date fixed for payment of distributable amounts on such shares. Upon any such liquidation, dissolution, or winding-up of the Association, the holders of Class B preferred stock shall be entitled, before any distribution shall be made to the holders of shares of common stock, to be paid the full preferential amount of $1,000 per share, but the holders of Class B preferred stock shall not be entitled to any further payment with respect to such shares. 5.4.4 Voting Rights. The Class B preferred stock shall be non-voting, except as otherwise required by law. 5.4.5 Redemption. (a) The Class B preferred stock shall be redeemable by the Association at any time at $1,000 per share, plus the full dividend on all outstanding Class B preferred stock for the then current dividend period to the redemption date on shares redeemed (the "Redemption -3- Price") with funds legally available for such purpose. The Association, at the option of the Board of Directors, may at any time redeem the whole, or from time to time may redeem any part, of the Class B preferred stock at such time or times by paying the Redemption Price, in cash, to the holders thereof, provided, however, that less than all of the Class B preferred stock may be redeemed only after or concurrently with making payment of, or declaring or setting apart for payment, the full dividend on all outstanding Class B preferred stock for the then current dividend period. If less than all of the outstanding Class B preferred stock are to be called for redemption, the shares to be redeemed shall be selected either by lot or pro rata, at the option of the Board of Directors, and in such manner as may be prescribed by resolution of the Board of Directors. (b) Not more than 60 days and not less than 10 days prior to the date established for such redemption (the "Redemption Date"), notice of the proposed redemption shall be mailed to the holders of record of the Class B preferred stock to be redeemed, such notice to be addressed to each such shareholder at his last known address shown on the records of the Association, and the time of mailing such notice shall be deemed to be the time of the giving thereof. On or after the Redemption Date, each holder of Class B preferred stock called for redemption shall surrender his certificate(s) for such shares to the Association at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. In case less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been given as aforesaid, and if on or before the Redemption Date the funds necessary for the redemption shall have been set aside so as to be and continue available therefor, then, notwithstanding that the certificates representing any Class B preferred stock so called for redemption shall not have been surrendered, the dividends thereon shall cease to accrue after the Redemption Date and all rights with respect to the shares so called for redemption shall forthwith after such Redemption Date cease, except only the right of the holders to receive the Redemption Price, without interest. If such notice of redemption of all or any part of the Class B preferred stock shall have been mailed as aforesaid and the Association shall thereafter deposit money for the payment of the Redemption Price pursuant thereto with any bank or trust company (hereinafter referred to as the "depository"), including any affiliate of the Association, selected by the Board of Directors for that purpose, to be applied to such redemption, then from and after the making of such deposit, such shares shall not be deemed to be outstanding for any purpose, and the rights of the holders thereof shall be limited to the rights to receive payment of the Redemption Price, without interest but including Accrued Dividends to the Redemption Date, from the depository upon endorsement, if required, and surrender of the certificates therefor. The Association shall be entitled to receive, from time to time, from the depository, the interest, if any, allowed on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. Any moneys so deposited and remaining unclaimed at the end of three years from the Redemption Date shall, if thereafter requested by resolution of the Board of Directors, be repaid to the Association, and in the event of such repayment to the Association, such holders of record of the shares so called for redemption as shall not have made claim against such moneys prior to such repayment to the Association shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as above stated for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest. -4- (c) Subject to the provisions hereof, the Board of Directors shall have authority to prescribe from time to time the manner in which Class B preferred stock shall be redeemed. All Class B preferred stock redeemed at the option of the Association shall be permanently retired in the manner provided by law. (d) Nothing herein contained shall limit any legal right of the Association to purchase any shares of the Class B preferred stock; provided, however, that, except in accordance with an offer made to all holders of Class B preferred stock, the Association shall not purchase or otherwise acquire for a consideration, or permit any affiliate to purchase or otherwise acquire for a consideration, any Class B preferred stock unless the full dividend on all outstanding Class B preferred stock for the then current dividend period shall have been paid or declared and set apart for payment. 5.5 CLASS C PREFERRED STOCK. 5.5.1 Definitions. As used herein in reference to the Class C preferred stock, all terms defined in Section 5.4.1 hereof shall have the meanings specified in such Section 5.4.1, substituting "Class C preferred stock" for "Class B preferred stock" and changing all Section references as appropriate, and the following terms shall be defined as follows: (a) "Business Day" means any day other than a Saturday, Sunday. or a bank holiday. (b) "Dividend Payment Date" means March 31, June 30, September 30, and December 31 of each year, with respect to dividends payable for the Dividend Periods ending on such dates, provided that, if any March 31, June 30, or September 30 is not a Business Day, then the Dividend Payment Date for the Dividend Payment Period ending on such date shall be the next Business Day following such date, and if any December 31 is not a Business Day, then the Dividend Payment Date for the Dividend Payment Period ending on such date shall be the Business Day next preceding December 31. (c) "Dividend Period" (other than the Initial Dividend Period) means the quarterly period commencing on and including the first day, and ending on and including the last day, of each calendar quarter. (d) "Initial Dividend Period" means the first Dividend Period following the issuance of any Class C Shares, which shall commence on and include the first day upon which a share of Class C preferred stock shall be issued and shall end on and include the last day of the calendar quarter in which such issuance occurs. (e) "Junior Stock" means the common stock, the Class B preferred stock, and any and all other classes and series of equity securities of the Association now or hereafter authorized, issued, or outstanding, except Parity Stock and Senior Stock, if any. -5- (f) "Liquidation Value" means $25.00 per share, plus the amount of any Accrued Dividends to the date fixed for payment of distributable amounts on such shares, without interest. (g) "OCC" means the Office of the Comptroller of the Currency. (h) "Optional Redemption Date" means December 31, 2021. (i) "Parity Stock" means the Class D preferred stock. (j) "Record Date" means the record dates, not more than 45 calendar days nor less than 10 calendar days preceding a Dividend Payment Date therefor, as determined by the Board of Directors. (k) "Senior Stock" means any and all classes or series of equity securities of the Association expressly designated as ranking senior to the Class C preferred stock as to dividend rights or rights upon the liquidation of the Association. 5.5.2 Dividends. (a) Payment of Dividends. Holders of Class C preferred stock shall be entitled to receive, if, as, and when authorized and declared by the Board of Directors, out of assets of the Association legally available therefor, noncumulative cash dividends at an annual rate of 7-7/8% of the Liquidation Value, and no more. Such noncumulative cash dividends shall be payable, if and when authorized and declared, quarterly in arrears on a Dividend Payment Date. Each authorized and declared dividend shall be payable to holders of record of the Class C preferred stock as they appear on the stock books of the Association at the close of business on a Record Date; provided, however, that if a redemption date for the Class C preferred stock occurs after a dividend is authorized and declared but before it is paid, such dividend shall be paid as part of the redemption price to the person to whom the redemption price is paid. (b) Proration of Dividends. The amount of dividends payable for the Initial Dividend Period and for any other Dividend Period which, as to a share of Class C preferred stock (determined by reference to the issuance date and the redemption or retirement date thereof), is greater or less than a full Dividend Period shall be computed on the basis of the number of days elapsed in the period using a 360-day year composed of twelve 30-day months. (c) No Interest. Holders of Class C preferred stock shall not be entitled to any interest, or any sum of money in lieu of interest, in respect of any dividend payment or payments on the Class C preferred stock authorized and declared by the Board of Directors which may be unpaid. Any dividend payment made on the Class C preferred stock shall first be credited against the earliest authorized and declared but unpaid cash dividend with respect to the Class C preferred stock. (d) Dividends not Cumulative. The right of holders of Class C preferred stock to receive dividends is noncumulative. Accordingly, if the Board of Directors does not authorize -6- or declare a dividend payable in respect of any Dividend Period, holders of Class C preferred stock shall have no right to receive a dividend in respect of such Dividend Period, and the Association shall have no obligation to pay a dividend in respect of such Dividend Period, whether or not dividends are authorized and declared and payable in respect of any future Dividend Period. (e) Priority as to Dividends. No full dividends or other distributions shall be authorized, declared, or paid or set apart for payment on any Parity Stock or Junior Stock (other than in common shares or other Junior Stock) for any Dividend Period unless full dividends have been or contemporaneously are authorized, declared, and paid, or authorized and declared and a sum sufficient for the payment thereof set apart for such payment, on the Class C preferred stock for such Dividend Period. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) for any Dividend Period on the Class C preferred stock and any Parity Stock, dividends authorized and declared on the Class C preferred stock and Parity Stock shall only be authorized and declared pro rata based upon the respective amounts that would have been paid on the Class C preferred stock and such Parity Stock had dividends been authorized and declared in full. In addition to the foregoing restriction, the Association shall not authorize, declare, pay, or set apart funds for any dividends or other distributions (other than in common shares or other Junior Stock) with respect to any common shares or other Junior Stock of the Association or repurchase, redeem, or otherwise acquire, or set apart funds for repurchase, redemption, or other acquisition of, any common shares or other Junior Stock through a sinking fund or otherwise, unless and until (i) the Association shall have authorized, declared, and paid full dividends on the Class C preferred stock for the four most recent preceding Dividend Periods (or such lesser number of Dividend Periods during which Class C preferred stock have been outstanding) or sufficient funds have been paid over to the dividend disbursing agent of the Association for payment of such dividends, and (ii) the Association has authorized and declared a full dividend on the Class C preferred stock for the then-current Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Association for the payment of such dividend for such then-current Dividend Period. (f) Priority of Senior Stock. No dividend shall be paid or set aside for holders of Class C preferred stock for any Dividend Period unless full dividends have been paid or set aside for the holders of Senior Stock, if any, as to dividends for such Dividend Period. (g) Distributions on Liquidation. Any reference to "dividends" or "distributions" in this Section 5.5.2 shall not be deemed to include any distribution made in connection with any voluntary or involuntary dissolution, liquidation, or winding up of the Association. 5.5.3 Liquidation Preference. The amount payable on the outstanding Class C preferred stock in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of affairs of the Association, out of the assets of the Association legally available for distribution to shareholders under applicable law, or the proceeds thereof, shall be equal to the Liquidation Value. Upon any such liquidation, dissolution, or winding-up of the Association, the holders of Class C preferred stock shall be entitled, before any distribution shall be made to the holders of common shares or any other Junior Stock, to be paid the full amount of the -7- Liquidation Value, but the holders of Class C preferred stock shall not be entitled to any further payment with respect to such shares. If the amounts available for distribution in respect of the Class C preferred stock and any outstanding Parity Stock upon any such voluntary or involuntary liquidation, dissolution, or winding up are not sufficient to satisfy the full liquidation rights of all of the outstanding Class C preferred stock and such Parity Stock, then the holders of such outstanding shares shall share ratably in any such distribution of assets in proportion to the full respective preferential amounts to which they are entitled. All distributions made in respect of Class C preferred stock in connection with such a liquidation, dissolution, or winding up of the Association shall be made pro rata to the holders entitled thereto. Neither the consolidation, merger, or other business combination of the Association with or into any other person, nor the sale of all or substantially all of the assets of the Association, shall be deemed to be a liquidation, dissolution or winding up of the Association for purposes of this Section 5.5.3. 5.5.4 Voting Rights. The Class C preferred stock shall be non-voting, except as otherwise required by law. 5.5.5 Redemption. (a) No Mandatory Redemption; Optional Redemption. The Class C preferred stock are not subject to mandatory redemption and, except as hereinafter provided in Section 5.5.5(c) hereof, are not subject to optional redemption by the Association prior to the Optional Redemption Date. On or after the Optional Redemption Date, subject to receipt of prior approval of the OCC, the Class C preferred stock may be redeemed in cash by the Association or any successor or acquiring or resulting entity at its option, in whole or in part, at any time or from time to time, upon notice as provided in Section 5.5.5(d), at the redemption price of $25.00 per share, plus Accrued Dividends to the date fixed for redemption, without interest. (b) Procedures on Redemption. If less than all of the outstanding Class C preferred stock are to be redeemed, the Association will select those shares to be redeemed pro rata, by lot or by such other methods as the Board of Directors in its sole discretion determines to be equitable, provided that such method satisfies any applicable requirements of any securities exchange or quotation system on which the Class C preferred stock are then listed or quoted. If redemption is being effected by the Association, on and after the date fixed for redemption. dividends shall cease to accrue on the Class C preferred stock called for redemption. and they shall be deemed to cease to be outstanding, provided that the redemption price (including any authorized and declared but unpaid dividends to the date fixed for redemption, without interest) has been duly paid or provided for. If redemption is being effected by an entity other than the Association, on and as of the date fixed for redemption, such entity shall be deemed to own the Class C preferred stock being redeemed for all purposes of these Articles of Association, provided that the redemption price (including the amount of any Accrued Dividends to the date fixed for redemption, without interest) has been duly paid or provided for. (c) Notice of Optional Redemption. Notice of any optional redemption, setting forth (i) the date and place fixed for said redemption, (ii) the redemption price, and (iii) a statement that dividends on the Class C preferred stock (A) to be redeemed by the Association will cease to accrue on such redemption date, or (B) to be redeemed by an entity other than the -8- Association will thereafter accrue solely for the benefit of such entity, shall be mailed at least 30 days, but not more than 60 days, prior to said date fixed for redemption to each holder of record of Class C preferred stock to be redeemed at his or her address as the same shall appear on the stock ledger of the Association. If less than all of the Class C preferred stock owned by such holder are then to be redeemed, such notice shall specify the number of shares thereof that are to be redeemed and the numbers of the certificates representing such shares. Notice of any redemption shall be given by first class mail, postage prepaid. Neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives such notice. (d) Status of Redeemed Shares. If such notice of redemption shall have been so mailed, and if, on or before the date fixed for redemption specified in such notice, all funds necessary for such redemption shall have been set aside by the Association (or other entity as provided in subsection (a) or (c) of this Section 5.5.5 separate and apart from its other funds in trust for the account of the holders of Class C preferred stock to be redeemed (so as to be and continue to be available therefor) or delivered to the redemption agent with irrevocable instructions to effect the redemption in accordance with the relevant notice of redemption, then, on and after said redemption date, notwithstanding that any certificate for Class C preferred stock so called for redemption shall not have been surrendered for cancellation or transfer, the Class C preferred stock (i) so called for redemption by the Association shall be deemed to be no longer outstanding and all rights with respect to such Class C preferred stock so called for redemption shall forthwith cease and terminate, or (ii) so called for redemption by an entity other than the Association shall be deemed owned for all purposes of these Articles of Association by such entity, except in each case for the right of the holders thereof to receive, out of the funds so set aside in trust, the amount payable on redemption thereof, but without interest, upon surrender (and endorsement or assignment for transfer, if required by the Association or such other entity) of their certificates. Class C preferred stock redeemed pursuant to this Section 5.5.5, or purchased or otherwise acquired for value by the Association shall, after such acquisition, have the status of authorized and unissued preferred stock and may be reissued by the Association at any time as shares of any series of Preferred Stock other than as Class C preferred stock. (e) Unclaimed Funds. In the event that holders of Class C preferred stock that shall have been redeemed shall not within two (2) years (or any longer period if required by law) after the redemption date claim any amount deposited in trust with a bank or trust company for the redemption of such shares, such bank or trust company shall, upon demand and if permitted by applicable law, pay over to the Association (or other entity that redeemed the shares) any such unclaimed amount so deposited with it, and shall thereupon be relieved of all responsibility in respect thereof, and thereafter the holders of such shares shall, subject to applicable escheat laws, look only to the Association (or other entity that redeemed the shares) for payment of the redemption price thereof, but without interest from the date fixed for redemption. 5.5.6 No Conversion Rights. The holders of Class C preferred stock shall not have any rights to convert such shares into shares of any other class or series of stock or into any other securities of, or any other interest in, the Association. -9- 5.5.7 No Sinking Fund. No sinking fund shall be established for the retirement or redemption of the Class C preferred stock. 5.5.8 No Other Rights. The Class C preferred stock shall not have any designations, preferences, or relative, participating, optional, or other special rights, except as set forth in the Articles of Association or as otherwise required by law. 5.5.9 Compliance with Applicable Law. Declaration by the Board of Directors and payment by the Association of dividends to holders of the Class C preferred stock and repurchase, redemption, or other acquisition by the Association (or another entity as provided in Section 5.5.5 hereof) of Class C preferred stock shall be subject in all respects to any and all restrictions and limitations placed on dividends, redemptions, or other distributions by the Association (or any such other entity) under (i) laws, regulations, and regulatory conditions or limitations applicable to or regarding the Association (or any such other entity) from time to time, and (ii) agreements with federal banking authorities with respect to the Association (or any such other entity) from time to time in effect. 5.5.10 Authorization and Issuance of Additional Shares. The Class C preferred stock shall be subject to the authorization and issuance of Senior Stock, Parity Stock, and Junior Stock to the extent not expressly prohibited by the Articles of Association. 5.6 CLASS D PREFERRED STOCK. 5.6.1 Definitions. As used herein in reference to the Class D preferred stock, all terms defined in Sections 5.4.1 and 5.5.1 hereof shall have the meanings specified in such Sections, substituting "Class D preferred stock" for "Class B preferred stock" and "Class C preferred stock," as appropriate, and changing all Section references as appropriate, except as follows: (a) "Optional Redemption Date" means December 31, 2006. (b) "Parity Stock" means the Class C preferred stock. 5.6.2 Dividends. (a) Dividend Rate. The annual dividend rate for the Class D preferred stock shall be a variable rate, to be determined quarterly for each calendar quarter during which any Class D preferred stock is outstanding, equal to (i) LIBOR, determined as of the first day of each such quarter or, if the first day of such quarter is not a London Banking Day, then on the first London Banking Day during such quarter, plus (ii) 1.625%. (b) Payment of Dividends. Holders of Class D preferred stock shall be entitled to receive, if, as, and when authorized and declared by the Board of Directors, out of assets of the Association legally available therefor, noncumulative cash dividends at an annual dividend rate determined from time to time in accordance with Section 5.6.2(a) hereof on the Liquidation Value, and no more. Such noncumulative cash dividends shall be payable, if and -10- when authorized and declared, quarterly in arrears on a Dividend Payment Date. Each authorized and declared dividend shall be payable to holders of record of the Class D preferred stock as they appear on the stock books of the Association at the close of business on a Record Date; provided, however, that if a redemption date for the Class D preferred stock occurs after a dividend is authorized and declared but before it is paid, such dividend shall be paid as part of the redemption price to the person to whom the redemption price is paid. (c) Proration Of Dividends. The amount of dividends payable for the Initial Dividend Period and for any other Dividend Period which, as to a share of Class D preferred stock (determined by reference to the issuance date and the redemption or retirement date thereof), is greater or less than a full Dividend Period shall be computed on the basis of the number of days elapsed in the period using a 360-day year composed of twelve 30-day months. (d) No Interest. Holders of Class D preferred stock shall not be entitled to any interest, or any sum of money in lieu of interest, in respect of any dividend payment or payments on the Class D preferred stock authorized and declared by the Board of Directors which may be unpaid. Any dividend payment made on the Class D preferred stock shall first be credited against the earliest authorized and declared but unpaid cash dividend with respect to the Class D preferred stock. (e) Dividends Not Cumulative. The right of holders of Class D preferred stock to receive dividends is noncumulative. Accordingly, if the Board of Directors does not authorize or declare a dividend payable in respect of any Dividend Period, holders of Class D preferred stock shall have no right to receive a dividend in respect of such Dividend Period, and the Association shall have no obligation to pay a dividend in respect of such Dividend Period, whether or not dividends are authorized and declared and payable in respect of any future Dividend Period. (f) Priority as to Dividends. No full dividends or other distributions shall be authorized, declared, or paid or set apart for payment on any Parity Stock or Junior Stock (other than in common shares or other Junior Stock) for any Dividend Period unless full dividends have been or contemporaneously are authorized, declared, and paid, or authorized and declared and a sum sufficient for the payment thereof set apart for such payment, on the Class D preferred stock for such Dividend Period. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) for any Dividend Period on the Class D preferred stock and any Parity Stock, dividends authorized and declared on the Class D preferred stock and Parity Stock shall only be authorized and declared pro rata based upon the respective amounts that would have been paid on the Class D preferred stock and such Parity Stock had dividends been authorized and declared in full. In addition to the foregoing restriction, the Association shall not authorize, declare, pay, or set apart funds for any dividends or other distributions (other than in common shares or other Junior Stock) with respect to any common shares or other Junior Stock of the Association or repurchase, redeem, or otherwise acquire, or set apart funds for repurchase, redemption, or other acquisition of, any common shares or other Junior Stock through a sinking fund or otherwise, unless and until (i) the Association shall have authorized, declared, and paid full dividends on the Class D preferred stock for the four most recent preceding Dividend Periods (or such lesser number of Dividend Periods during which Class D preferred stock have -11- been outstanding) or sufficient funds have been paid over to the dividend disbursing agent of the Association for payment of such dividends, and (ii) the Association has authorized and declared a full dividend on the Class D preferred stock for the then-current Dividend Period, and sufficient funds have been paid over to the dividend disbursing agent for the Association for the payment of such dividend for such then-current Dividend Period. (g) Priority of Senior Stock. No dividend shall be paid or set aside for holders of Class D preferred stock for any Dividend Period unless full dividends have been paid or set aside for the holders of Senior Stock, if any, as to dividends for such Dividend Period. (h) Distributions on Liquidation. Any reference to "dividends" or "distributions" in this Section 5.6.2 shall not be deemed to include any distribution made in connection with any voluntary or involuntary dissolution, liquidation, or winding up of the Association. 5.6.3 Liquidation Preference. The amount payable on the outstanding Class D preferred stock in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of affairs of the Association, out of the assets of the Association legally available for distribution to shareholders under applicable law, or the proceeds thereof, shall be equal to the Liquidation Value. Upon any such liquidation, dissolution, or winding-up of the Association, the holders of Class D preferred stock shall be entitled, before any distribution shall be made to the holders of common shares or any other Junior Stock, to be paid the full amount of the Liquidation Value, but the holders of Class D preferred stock shall not be entitled to any further payment with respect to such shares. If the amounts available for distribution in respect of the Class D preferred stock and any outstanding Parity Stock upon any such voluntary or involuntary liquidation, dissolution, or winding up are not sufficient to satisfy the full liquidation rights of all of the outstanding Class D preferred stock and such Parity Stock, then the holders of such outstanding shares shall share ratably in any such distribution of assets in proportion to the full respective preferential amounts to which they are entitled. All distributions made in respect of Class D preferred stock in connection with such a liquidation, dissolution, or winding up of the Association shall be made pro rata to the holders entitled thereto. Neither the consolidation, merger, or other business combination of the Association with or into any other person, nor the sale of all or substantially all of the assets of the Association, shall be deemed to be a liquidation, dissolution or winding up of the Association for purposes of this Section 5.6.3. 5.6.4 Voting Rights. The Class D preferred stock shall be non-voting. except as otherwise required by law. 5.6.5 Redemption. (a) No Mandatory Redemption; Optional Redemption. The Class D preferred stock are not subject to mandatory redemption and, except as hereinafter provided in Section 5.6.5(c) hereof, are not subject to optional redemption by the Association prior to the Optional Redemption Date. On or after the Optional Redemption Date, subject to receipt of prior approval of the OCC, the Class D preferred stock may be redeemed in cash by the Association or any successor or acquiring or resulting entity at its option, in whole or in part, at any time or -12- from time to time, upon notice as provided in Section 5.6.5(d), at the redemption price of $25.00 per share, plus Accrued Dividends to the date fixed for redemption, without interest. (b) Procedures on Redemption. If less than all of the outstanding Class D preferred stock are to be redeemed, the Association will select those shares to be redeemed pro rata, by lot or by such other methods as the Board of Directors in its sole discretion determines to be equitable, provided that such method satisfies any applicable requirements of any securities exchange or quotation system on which the Class D preferred stock are then listed or quoted. If redemption is being effected by the Association, on and after the date fixed for redemption, dividends shall cease to accrue on the Class D preferred stock called for redemption, and they shall be deemed to cease to be outstanding, provided that the redemption price (including any authorized and declared but unpaid dividends to the date fixed for redemption, without interest) has been duly paid or provided for. If redemption is being effected by an entity other than the Association, on and as of the date fixed for redemption, such entity shall be deemed to own the Class D preferred stock being redeemed for all purposes of these Articles of Association, provided that the redemption price (including the amount of any Accrued Dividends to the date fixed for redemption, without interest) has been duly paid or provided for. (c) Notice of Optional Redemption. Notice of any optional redemption, setting forth (i) the date and place fixed for said redemption, (ii) the redemption price, and (iii) a statement that dividends on the Class D preferred stock (A) to be redeemed by the Association will cease to accrue on such redemption date, or (B) to be redeemed by an entity other than the Association will thereafter accrue solely for the benefit of such entity, shall be mailed at least 30 days, but not more than 60 days, prior to said date fixed for redemption to each holder of record of Class D preferred stock to be redeemed at his or her address as the same shall appear on the stock ledger of the Association. If less than all of the Class D preferred stock owned by such holder are then to be redeemed, such notice shall specify the number of shares thereof that are to be redeemed and the numbers of the certificates representing such shares. Notice of any redemption shall be given by first class mail, postage prepaid. Neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives such notice. (d) Status of Redeemed Shares. If such notice of redemption shall have been so mailed, and if, on or before the date fixed for redemption specified in such notice, all funds necessary for such redemption shall have been set aside by the Association (or other entity as provided in subsection (a) or (c) of this Section 5.6.5) separate and apart from its other funds in trust for the account of the holders of Class D preferred stock to be redeemed (so as to be and continue to be available therefor) or delivered to the redemption agent with irrevocable instructions to effect the redemption in accordance with the relevant notice of redemption, then, on and after said redemption date, notwithstanding that any certificate for Class D preferred stock so called for redemption shall not have been surrendered for cancellation or transfer, the Class D preferred stock (i) so called for redemption by the Association shall be deemed to be no longer outstanding and all rights with respect to such Class D preferred stock so called for redemption shall forthwith cease and terminate, or (ii) so called for redemption by an entity other -13- than the Association shall be deemed owned for all purposes of these Articles of Association by such entity, except in each case for the right of the holders thereof to receive, out of the funds so set aside in trust, the amount payable on redemption thereof, but without interest, upon surrender (and endorsement or assignment for transfer, if required by the Association or such other entity) of their certificates. Class D preferred stock redeemed pursuant to this Section 5.6.5, or purchased or otherwise acquired for value by the Association shall, after such acquisition, have the status of authorized and unissued preferred stock and may be reissued by the Association at any time as shares of any series of Preferred Stock other than as Class D preferred stock. (e) Unclaimed Funds. In the event that holders of Class D preferred stock that shall have been redeemed shall not within two (2) years (or any longer period if required by law) after the redemption date claim any amount deposited in trust with a bank or trust company for the redemption of such shares, such bank or trust company shall, upon demand and if permitted by applicable law, pay over to the Association (or other entity that redeemed the shares) any such unclaimed amount so deposited with it, and shall thereupon be relieved of all responsibility in respect thereof, and thereafter the holders of such shares shall, subject to applicable escheat laws, look only to the Association (or other entity that redeemed the shares) for payment of the redemption price thereof, but without interest from the date fixed for redemption. 5.6.6 No Conversion Rights. The holders of Class D preferred stock shall not have any rights to convert such shares into shares of any other class or series of stock or into any other securities of, or any other interest in, the Association. 5.6.7 No Sinking Fund. No sinking fund shall be established for the retirement or redemption of the Class D preferred stock. 5.6.8 No Other Rights. The Class D preferred stock shall not have any designations, preferences, or relative, participating, optional, or other special rights, except as set forth in the Articles of Association or as otherwise required by law. 5.6.9 Compliance with Applicable Law. Declaration by the Board of Directors and payment by the Association of dividends to holders of the Class D preferred stock and repurchase, redemption, or other acquisition by the Association (or another entity as provided in Section 5.6.5 hereof) of Class D preferred stock shall be subject in all respects to any and all restrictions and limitations placed on dividends, redemptions, or other distributions by the Association (or any such other entity) under (i) laws, regulations, and regulatory conditions or limitations applicable to or regarding the Association (or any such other entity) from time to time, and (ii) agreements with federal banking authorities with respect to the Association (or any such other entity) from time to time in effect. 5.6.10 Authorization and Issuance of Additional Shares. The Class D preferred stock shall be subject to the authorization and issuance of Senior Stock, Parity Stock, and Junior Stock to the extent not expressly prohibited by the Articles of Association. -14- SIXTH. The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board, unless the Board appoints another director to be the Chairman. The Board of Directors may appoint one or more directors to be Vice President of the Board. The Board of Directors shall have the power to appoint one or more Vice Presidents, and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association. The Board of Directors shall have the power to define the duties of the officers and employees of this Association; to fix the salaries to be paid to them; to dismiss them in accordance with the Bylaws; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of this Association shall be made; to manage and administer the business and affairs of this Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Columbus, Ohio, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency and shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency. EIGHTH. The Corporate existence of this Association shall continue until terminated in accordance with the laws of the United States. NINTH. The Board of Directors of this Association, or any three or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual, and every special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the day of such meeting to each shareholder of record at his address as shown upon the books of this Association. TENTH. This Association shall indemnify (a) its directors to the full extent provided by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures provided by such laws; (b) its officers to the same extent it shall indemnify its directors; and (c) its officers who are not directors to such further extent as shall be authorized by the Board of Directors and be consistent with law. The foregoing shall not limit the authority of the Association to indemnify other employees, members of committees and agents consistent with law. This Association may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, members of committees, officers, agents and other employees to the extent that such indemnification is allowed by law, provided, however, that neither indemnification nor insurance coverage therefor shall be extended to a formal order assessing civil money penalties against an Association director or -15- employee pursuant to the provisions of Title 12 United States Code, including, but not limited to, Section 93(b), 504, 1818(i) or 1972(2)(F). ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the shares of common stock of this Association, unless the vote of the holders of a greater amount of the shares of common stock is required by law, and in that case by the vote of the holders of such greater amount, and by the affirmative vote of the holders of a majority (or any other percentage as may be required by law) of any other class of the capital stock of the Association as may be required by law. TWELFTH. Wherever in these Articles of Association the context requires, references to the masculine shall be deemed to include the feminine and references to the singular shall be deemed to included the plural. -16- ITEM 16 - Exhibit 2 COMPTROLLER OF THE CURRENCY TREASURY DEPARTMENT [PICTURE] OF THE UNITED STATES WASHINGTON, D.C. WHEREAS, satisfactory evidence has been presented to the Comptroller of the Currency that "THE HUNTINGTON NATIONAL BANK", situated in Columbus, State of Ohio, has complied with all provisions and the statutes of the United States required to be complied with before being authorized to commence the business of banking as a National Banking Association; NOW THEREFORE, I hereby certify that the above-named association is authorized to commence the business of banking as a National Banking Association. IN TESTIMONY WHEREOF, witness my signature and seal of office this 28th day of December, 1979. /s/ John G. Helmann ------------------------ Comptroller Charter No. 7745. COMPTROLLER OF THE CURRENCY TREASURY DEPARTMENT OF THE UNITED STATES WASHINGTON, D.C. WHEREAS, THE HUNTINGTON NATIONAL BANK, located in Columbus, State of Ohio, being a National Banking Association, organized under the statutes of the United States, has made application for authority to act as Fiduciary. AND WHEREAS, applicable provisions of the statutes of the United States authorize the grant of such authority; NOW THEREFORE, I hereby certify that the necessary approval has been given and that the said association is authorized, effective as of the close of business December 31, 1979, to act in all fiduciary capacities permitted by such statutes. IN TESTIMONY WHEREOF, witness my signature and Seal of Office this Thirty-First day of December, 1979. [SEAL] (signed) John G. Helmann Comptroller of the Currency ITEM 16 - EXHIBIT 4 BYLAWS OF THE HUNTINGTON NATIONAL BANK (As Restated December 15, 1999) ARTICLE I MEETINGS OF SHAREHOLDERS Section 1.1. ANNUAL MEETING. The regular annual meeting of the shareholders of the Association for the election of directors and for the transaction of such other business as may properly come before it shall be held at the principal office of the Association in Columbus, Ohio, or at such other place as the Board of Directors (referred to in these Bylaws as "Directors") may designate, between the hours of 10:00 A.M. and 5:00 P.M., on the third Wednesday in April, at such specific hour as the Directors may designate. Notice of such meeting shall be mailed, first class mail, postage prepaid, at least ten (10) days before the date thereof, addressed to each shareholder at his address appearing on the books of the Association. If, for any reason, directors are not elected at this meeting, the meeting may be adjourned to a later date for such purpose or, if this is not done, the Directors shall order an election to be held on some subsequent day as soon thereafter as practicable, according to the provisions of law; and notice thereof, shall be given in the manner herein provided for the annual meeting. Section 1.2. SPECIAL MEETINGS. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Directors or by any shareholder or shareholders owning, in the aggregate, not less than twenty-five percent (25%) of the outstanding shares of stock of the Association. Every such special meeting, unless otherwise provided by law or unless such notice is waived as provided by these Bylaws, shall be called by mailing, first class mail, postage prepaid, not less than ten (10) days before the date fixed for such meeting, to each shareholder at his address appearing on the books of the Association, notice stating the time, place, and purpose of the meeting. Section 1.3. RECORD DATE FOR SHAREHOLDERS' MEETINGS. Shareholders entitled to notice of the annual meeting or any special meeting shall be the shareholders shown by the records of the Association to be shareholders on such record date as may be fixed in advance by the Directors, which date shall not be more than twenty (20) days and not less than ten (10) days before the date set for such shareholders' meeting. Section 1.4. NOMINATIONS FOR ELECTION TO THE BOARD OF DIRECTORS. Nominations may be made by the Directors, Executive Committee of the Board of Directors or by any holder of any outstanding class of capital stock of the Association entitled to vote for the election of directors, provided that, except as hereinafter provided, no person who shall have attained the age of 65 years prior to the date set for the election and who has been employed on a full-time basis by the Association, Huntington Bancshares Incorporated or any affiliate of Huntington Bancshares Incorporated nor any other person who shall have attained the age of 70 years prior to the date set for the election, shall be nominated by the Directors. The age limitations set forth herein for current and former full-time employees shall not be applicable to current or former Chief Executive Officers of this Association or Huntington Bancshares Incorporated. Such Chief Executive Officers shall, instead, be subject to the general age limitations set forth for non-employee directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the -2- President of the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided however, that if less than 21 days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the Chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. Section 1.5. PROXIES. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of the Association shall act as proxy. Proxies need not be witnessed or acknowledged and shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Section 1.6. QUORUM. At every meeting of shareholders, each shareholder shall be entitled to cast one vote either in person or by proxy for each share of stock held by him as shown by the records of the Association on the record date fixed by the Directors pursuant to Section 1.3 hereof upon any matter coming before the meeting except as otherwise expressly provided by -3- these Bylaws. A majority of the outstanding shares of stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders unless otherwise provided by law; but less than a quorum may adjourn a meeting from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. Section 1.7. WAIVER OF NOTICE. Any shareholder may, in writing, waive notice of any regular or special meeting at any time before or after the holding thereof. ARTICLE H DIRECTORS Section 2.1. AUTHORITY OF DIRECTORS. The Directors shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Directors, but the Directors may delegate powers as provided in these Bylaws. Section 2.2. NUMBER. The Directors shall consist of not less than five (5) nor more than twenty-five (25) persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Directors then in office or by resolution of the shareholders at any meeting thereof, provided, however, that a majority of the Directors may not increase the number of directors to a number which (a) exceeds by more than two (2) the number of directors last elected by the shareholders where such number -4- was fifteen (15) or less, and (b) to a number which exceeds by more than four (4) the number of directors last elected by shareholders where such number was sixteen (16) or more, but in no event shall the number of directors exceed twenty-five (25). Section 2.3. REGULAR MEETINGS. Except as otherwise provided in these Bylaws, regular meetings of the Directors shall be held without a formal legal notice and at such times and places as the Directors shall determine by resolution. Directors may participate in such regular meetings through use of conference telephone or similar communication equipment, so long as all members participating in such meetings can hear one another. Section 2.4. SPECIAL MEETINGS. Except as otherwise provided in these Bylaws, special meetings of the Directors may be called by the Chairman of the Board of Directors (referred to in these Bylaws as the "Chairman"), a Vice Chairman of the Board of Directors (referred to in these Bylaws as a "Vice Chairman"), or the President, upon not less than one (1) hour's notice and at the request of three or more directors, upon not less than two (2) days' notice. Each director shall be given notice stating the time, place and purpose of a special meeting. Notice may be given in writing, in person, by telephone or telegraph. Directors may participate in such special meetings through use of conference telephone or similar communication equipment, so long as all members participating in such meetings can hear one another. Section 2.5 ORGANIZATION MEETING. If possible, the Directors shall meet on the same day of and after the annual meeting of shareholders at which they are elected for the purpose of organizing and for the purpose of electing officers of the Association for the succeeding year, -5- but in any event, the Directors shall be organized and officers elected no later than the next regular meeting of Directors or within thirty (30) days of the date of the annual meeting whichever occurs first. If at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. Section 2.6. QUORUM. At any meeting of the Directors, a majority of the directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. In the event of the death or disability of Directors by reason of war or other catastrophe, reducing the total Directors to less than that required for a quorum, a majority of the remaining directors shall constitute a quorum. Section 2.7 WAIVER OF NOTICE. Any director may, in writing, waive notice of any regular or special meeting at any time before or after the holding thereof. The presence of a director at a regular or special meeting shall constitute on his part a waiver of the notice for such meeting. Section 2.8. VACANCIES. When any vacancy occurs among the Directors, the remaining Directors may appoint a director to fill such vacancy at any regular meeting of the Directors or at any special meeting called for that purpose. If such a vacancy is to be filled at a regular or special meeting of Directors, not less than five (5) days' notice of such meeting shall be given in writing, in person, by telephone or telegraph to each director of the Association. Such notice shall include a statement that such action is to be taken at the regular or special meeting. Any directorships not filled by the shareholders shall be treated as vacancies to be filled by and in the discretion of the Directors. -6- Section 2.9. TERM. A director elected at the annual meeting of shareholders shall hold office until the next annual meeting of shareholders or until his successor has been elected and qualified. A director elected to fill a vacancy shall hold office until the next annual meeting of shareholders or until his successor is elected and qualified, provided, however, that, unless otherwise provided by law, any director may be removed from office by a majority vote of the outstanding shares of stock entitled to be voted at any special meeting of shareholders called for that purpose. Section 2.10 COMPENSATION. The Directors shall have authority to vote themselves reasonable compensation for their services as Directors. Reasonable compensation shall also be allowable to Directors and members of committees authorized by Directors for attendance at meetings of Director or of any committee. The Directors may provide for their own indemnification and reimbursement of others, by the Association for liability and expenses actually incurred in connection with any action, suit or proceeding, civil or criminal, to which they shall be made a party by reason of having acted for the Association, subject to the limitations set forth in Article Tenth of the Articles of Association, and the Directors may authorize the purchase of insurance to provide therefor. Section 2.11. DECLARATION OF DIVIDENDS. The Directors may, in their discretion, from time to time declare dividends as permitted by law. Such dividends may be payable in money, stock of the Association or in other assets of the Association. The Directors may fix a date not exceeding thirty (30) days preceding the date fixed for the payment of any dividend as the record date for the determination of shareholders entitled to receive payment of any dividend, provided the record date shall be not less than seven (7) days after the date on which the dividend -7- is declared; and only shareholders of record on the date so fixed shall be entitled to receive such dividend notwithstanding any transfer of shares on the books of the Association after any record date so fixed. Section 2.12. POWER OF DIRECTORS TO APPOINT COMMITTEES. The Directors having the power to manage and administer the business and affairs of the Association from time to time may delegate these powers to committees which, except as otherwise provided in these Bylaws, may, but need not necessarily, include directors. By the appointment of such committees, the Directors do not thereby relieve themselves of their responsibility of directing the business and affairs of the Association. The committees so appointed, including committees of the Trust Department, shall be annually appointed by the Directors at their organization meeting unless they shall specifically determine not to appoint such committees. The Directors shall appoint a Chairman of each committee and such Chairman or any member of the committee designated by him shall preside at the meetings of the committee. In the event of the death, prolonged absence or the inability of the Chairman of any committee to act, the Executive Committee may appoint an Acting Chairman of such committee who shall assume the duties and have the powers of the Chairman of such committee until the Chairman returns to service or the Directors elect a new Chairman. Alternate members may be appointed to each committee and such alternate members may act at any meeting of a committee at which a regular committee member or members shall be absent. Unless otherwise stated in these Bylaws, each committee shall meet upon the call of its Chairman or upon the call of any two of its members. A majority of the members of any committee shall constitute a quorum and each committee may elect its own Secretary who need not be from among its own members. Minutes of all meetings of committees shall be kept and shall be presented to regular meetings of the -8- Directors. Members of all committees may participate in meetings of their respective committees through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. Each committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of Directors, and any action taken by the Directors with respect thereto shall be entered into the minutes of the Directors. ARTICLE III COMMITTEES (Exclusive of Trust Department) Section 3.1. EXECUTIVE COMMITTEE. The members of the Executive Committee shall be directors and shall include the Chief Executive Officer, and no less than three (3) other directors of the Association who are not officers. Except as otherwise provided in these Bylaws, the Executive Committee may exercise all of the powers of Directors during intervals between meetings thereof, including the power to authorize the execution of contracts, deeds, leases, and other agreements respecting real or personal property. It may fill vacancies occurring in any committee appointed by the Directors between regular meetings of the Directors. It may fill vacancies occurring in any offices between meetings of Directors and, when deemed necessary, may create new offices and elect persons to fill such offices it shall have general supervision over all expenditures of the Association and shall consider and act upon any matter submitted to it by the Directors or by the Chairman of such -9- Committee and shall advise the Directors in regard to the policies of the Association and the conduct of its affairs. The Executive Committee shall not, however, exercise the power of Directors to declare dividends. Section 3.2. AUDIT COMMITTEE. There shall be an Audit Committee composed of not less than three (3) outside Directors, all of whom shall be independent of management of the Association, at least two (2) of whom shall have banking or related financial management expertise, and none of whom shall be large customers of the Association, all as further set forth in 12 C.F.R. Part 363, as amended from time to time. None of the members of the Audit Committee shall also be members of any Trust Committee appointed by the Directors. It shall be among the duties of the Audit Committee to (a) make an examination at least once during each calendar year and within 15 months of the last such examination into the affairs of the Association or cause suitable examinations to be made by an independent public accountant responsible only to the Directors; (b) report the result of such examination to the Directors at the next regular meeting thereafter; (c) review with management and this Association's independent public accountant the basis for the reports issued under 12 C.F.R. Part 363; (d) oversee the internal audit function; (e) review with management and the independent public accountant the adequacy of internal controls and the resolution of identified material weaknesses and reportable conditions in internal controls; (f) conduct or cause to be conducted periodic audits of the Trust Department or adopt an adequate continuous audit system; and (g) perform such other duties as are determined from time to time by the Board of Directors. The Audit Committee shall be entitled to retain and have access to its own outside legal counsel at its discretion. -10- Section 3.3. COMPENSATION COMMITTEE. There shall be a Compensation Committee composed of not less than three (3) Directors or other persons, none of whom shall be active officers. In the absence of any appointment to the contrary, the chairman, members and alternates from time to time serving on the Compensation Committee of the Board of Directors of Huntington Bancshares Incorporated, shall be deemed to be the chairman, members and alternates, respectively, of the Compensation Committee of this Association. It shall be the duty of the Compensation Committee to act upon matters of compensation in accordance with Section 4.3 of ARTICLE IV of these Bylaws. Section 3.4. OTHER COMMITTEES. The Directors may appoint such other committees from time to time as they may deem proper for the management of the business and affairs of the Association, and the Directors may delegate to the Executive Committee or to the Chairman of the Executive Committee the appointment of other committees which they may deem necessary for the direction of the business and affairs of the Association. ARTICLE IV OFFICERS Section 4.1. OFFICERS. The officers of this Association shall be a Chairman, President, one or more Vice Presidents, a Cashier, one or more Assistant Cashiers and such other officers as may be designated as such from time to time by the Directors. The Directors may also elect one or more Vice Chairmen and one or more Regional Presidents and if so elected, they shall be officers of the Association. The Chairman, a Vice Chairman, or the President shall be designated by the Directors as Chief Executive Officer of the Association, -11- The duties, powers and authority of officers shall be such as usually pertain to their respective offices, unless otherwise prescribed in these Bylaws or by the Directors. If the Directors shall elect a Chairman, he shall preside at all meetings of the shareholders and Directors and, in the Chairman's absence, the President shall preside at such meetings; and in the President's absence, a Vice Chairman shall preside, and in the absence of any of the foregoing any Vice President who is also a director may preside. The Directors may elect a Secretary and may elect one or more Assistant Secretaries, who need not be directors, and they shall hold office at the pleasure of the Directors. Section 4.2. TENURE OF OFFICE. The Chairman, President, and any Vice Chairman shall hold office during the year for which the Directors electing them were elected and until their successors, respectively, shall be elected, unless such officers shall resign, become disqualified, or be removed. Either the President or the Chairman or a Vice Chairman may be removed from office for cause by two-thirds (2/3) vote of the total number of directors then in office. Any vacancy occurring in the office of President shall be filled for the unexpired term by the Directors. Any vacancy occurring in the office of the Chairman or Vice Chairman may he filled for the unexpired term by the Directors. The Vice Presidents. Cashier and subordinate officers shall hold their offices or positions, respectively, during the pleasure of the Directors. The Directors may appoint or discharge agents and employees, define their duties and conditions of employment and, from time to time, fix their compensation, or may delegate such authority to any committees or officers of the Association. -12- Section 4.3. COMPENSATION. The compensation of the Chairman, President and any Vice Chairman shall be fixed by the Directors upon recommendation of the Compensation Committee. The compensation of all other officers and all employees shall be fixed by the Chief Executive Officer or by such other officers as may be designated by him. Section 4.4. BOND. All officers and employees shall be bonded in favor of the Association in an amount deemed sufficient from time to time by the Directors against losses arising from their unfaithful performance of duties. ARTICLE V TRUST DEPARTMENT Section 5.1. SEPARATE DEPARTMENT. There shall be a separate and independent department of the Association, designated the Trust Department, which shall perform the fiduciary responsibilities of the Association. Section 5.2. MANAGEMENT. Subject to the provisions of this ARTICLE V, the management and immediate supervision of the Trust Department shall be in charge of the officer or officers appointed by the Directors. Such officer or officers may be known as Trust Officers or Assistant Trust Officers. Their duties shall be the operation of the Trust Department and such other duties as may be described in these Bylaws or assigned to them by the Directors. Section 5.3. TRUST COMMITTEE. If the Directors appoint a Trust Committee, the Trust Committee shall have control and supervision of all activities of the Trust Department. Any -13- Trust Committee may delegate its authority to such other committees as it may establish, or to the officers of the Association. Section 5.4. ACCEPTANCE AND CLOSING OF TRUSTS. The acceptance, closing and relinquishment of all trusts shall be approved by the Directors, any Trust Committee appointed by the Directors or any officers or other committees designated by the Directors and shall be recorded in the records of the Trust Department. Documents and instruments in connection with acceptance and termination of trusts may be executed by any Trust Officer, Assistant Trust Officer or other officer authorized pursuant to Section 8.2 of these Bylaws or by any other person designated by the Directors. Section 5.5 TRUST DEPARTMENT FILES. There shall be maintained in the Trust Department files containing all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged. Section 5.6. TRUST INVESTMENTS. Funds held in a fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under local law. -14- ARTICLE VI STOCK AND STOCK CERTIFICATES Section 6.1. CERTIFICATES. The shares of stock of the Association shall be represented by certificates signed by the Chairman, a Vice Chairman, the President or a Vice President and the Cashier, an Assistant Cashier, the Secretary or an Assistant Secretary, manually or by facsimile and shall bear the seal of the Association or a printed or engraved facsimile of the seal, shall be in such form as the Directors may prescribe, and shall be issued for one or more full shares only. Section 6.2 TRANSFER. Shares of stock shall be transferable only on the books of the Association by the holder or by an attorney or legal representative thereof duly authorized by a power of attorney filed with the Association and upon surrender of the stock certificate or certificates for such shares properly endorsed. Section 6.3. ADDRESS OF SHAREHOLDERS. Every shareholder shall keep the Association advised of his mailing address. The Association may rely upon its shareholder records as to the mailing address of any shareholder unless and until otherwise advised in writing. Section 6.4. LOST CERTIFICATES. The holder of any shares of stock of this Association, the certificate or certificates for which shall have been lost or destroyed, shall immediately notify the Association of such fact. A new certificate or certificates may be issued upon satisfactory proof of the loss or destruction of the old certificate, and the Association may -15- require a bond which shall be in such sum, contain such terms and provisions, and have such surety or sureties as the Association may require. ARTICLE VII SEAL Section 7.1. FORM. The seal of the Bank shall consist of the words "The Huntington National Bank, Columbus, Ohio" in concentric circles with the word "Seal" appearing in the inner circle, and shall be in the form impressed hereon. Section 7.2. USE OF SEAL. The seal may be affixed to any document by the Secretary, any Assistant Secretary, the Cashier, any Assistant Cashier or other person specifically authorized by the Directors, the Executive Committee, the Chairman, a Vice Chairman or the President. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.1 FISCAL YEAR. The Fiscal Year of the Association shall be the calendar year. Section 8.2. EXECUTION OF INSTRUMENTS. All agreements contracts, indentures, mortgages, deeds, conveyances, leases, assignments, notes, transfers, certificates, declarations, -16- receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman, a Vice Chairman, or the President, or any Vice President, or the Secretary, or any Assistant Secretary, or the Cashier, and, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer, Assistant Trust Officer, Assistant Vice President or any other officer employed in the Trust Department. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers and employees as the Directors may from time to time direct. The provisions of this Section 8.2. are supplementary to any other provision of these Bylaws. Section 8.3. RECORDS. The Articles of Association, the Bylaws and the proceedings of all meetings of the shareholders, the Directors, and standing committees of Directors, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Assistant Secretary, Cashier or other Officer appointed to act as Secretary of the meeting. Section 8.4. RULES OF CONSTRUCTION. Wherever in these Bylaws the context requires, references to the masculine shall be deemed to include the feminine and references to the singular shall be deemed to include the plural. -17- Section 8.5. ELECTION OF DIRECTORS OF THE FEDERAL RESERVE BANK OF CLEVELAND. The Chairman, Vice Chairman, President or other Executive Officers of the Association as designated by the Directors pursuant to Regulation "O" of the Board of Governors of the Federal Reserve system are authorized to nominate on behalf of the Association one candidate for Director of Class A and one candidate for Director of Class B of the Federal Reserve Bank of Cleveland, Cleveland, Ohio. The Chairman, Vice Chairman, President or other Executive Officers of the Association are authorized to cast the vote of the Association in the elections of Class A and Class B Directors of the Federal Reserve Bank of Cleveland, Cleveland, Ohio. This authority may be exercised repeatedly and from time to time. Section 8.6. ACTION BY SHAREHOLDERS OR DIRECTORS WITHOUT A MEETING. Anything contained in these Bylaws to the contrary notwithstanding, any action which may be authorized or taken at a meeting of the shareholders or of the Directors or of a committee of the Directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the Directors, or all the members of such committee of the Directors, respectively, which writing or writings shall be filed with or entered upon the records of the Association. -18- ARTICLE IX BYLAWS Section 9.1. INSPECTION. A copy of these Bylaws, with all amendments thereto, shall at all times be kept in a convenient place at the Main Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 9.2. AMENDMENTS. These Bylaws may be amended, altered or repealed by a vote of a majority of the outstanding shares of stock of the Association or by a majority vote of the Directors, then in office. If such amendment, alteration or repeal is made by the Directors it may be made at a regular or special meeting of Directors held upon not less than five (5) day's notice. Such notice to Directors may be given in writing, in person, by telephone or telegraph. Notice to either shareholders or Directors of a meeting to amend, alter or repeal these Bylaws shall state that such action is to be taken. -19- ITEM 16 - EXHIBIT 6 To: U.S. Securities and Exchange Commission In connection with the attached Form T-1 filing and pursuant to Section 321(b) of the Trust Indenture Act of 1939 (the "Act"), The Huntington National Bank does hereby certify that all reports of examinations by Federal, State, Territorial, and District authorities may be furnished by such authorities to the U.S. Securities and Exchange Commission. Such reports may be furnished confidentially to the Attorney General of the United States when deemed necessary by the Commission, or requested by her, for the purpose of enabling her to perform her duties under the Act. THE HUNTINGTON NATIONAL BANK By: /s/ F.G. Lamb ------------------------------------ F.G. Lamb, Vice President ITEM 16 - EXHIBIT 7 TO FORM T-1 (Attached) Federal Financial Institutions Examination Council Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064.0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires March 31,2002 Please refer to page i, 1 Table of Contents, for the required disclosure of estimated burden. CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES-FFIEC 031 Report at the close of business June 30, 2001 (20010331) (RCRI 9999) This report is required by law: 12 U.S.C. 324 (State member banks); 12 U.S.C. 1817 (State nonmember banks): and 12 U.S.C. 161 (National banks). This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. I, John D. VanFleet, Sr. Vice President Name and Title of Officer Authorized to Sign Report of the named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief. /s/ John D. VanFleet ---------------------------------------------- Signature of Officer Authorized to Sign Report July 30, 2001 ----------------- Date of Signature The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in Conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ Illegible signature ---------------------------- Director (Trustee) /s/ Illegible signature ---------------------------- Director (Trustee) /s/ Illegible signature ---------------------------- Director (Trustee) SUBMISSION OF REPORTS Each bank must prepare its Reports of Condition and Income either: (a) in electronic form and then file the computer data file directly with the banking agencies' collection agent, Electronic Data Systems Corporation (EDS), by modem or on Computer diskette; or (b) in hard-copy (paper) form and arrange for another party to convert the paper report to electronic form. That party (if other than EDS) must transmit the bank's computer data file to EDS. For electronic filing assistance, contact EDS Call Report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the completed report that the bank places in its files. FDIC Certificate Number 0 6 5 6 0 (RCRI 9050) http://www. huntington. corn ---------------------------------------------------------------------------- Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) (Example: www.examplebank.com The Huntington National Bank ------------------------------- Legal Title of Bank (TEXT 9010) Columbus ---------------- City (TEXT 9130) OH 43215 ---------------------------------------------------------------------------- State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220) Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page i 2 Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices TABLE OF CONTENTS Signature Page Cover Report of Income Schedule RI - Income Statement RI-1, 2, 3 Schedule RI-A - Changes in Equity Capital RI-4 Schedule RI-B - Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses RI-4, 5 Schedule RI-D - Income from International Operations RI-6 Schedule RI-E - Explanations RI-7, 8 REPORT OF CONDITION Schedule RC - Balance Sheet RC-1, 2 Schedule RC-A - Cash and Balances Due From Depository Institutions RC-3 Schedule RC-B - Securities RC-3, 4, 5 DISCLOSURE OF ESTIMATED BURDEN The estimated average burden associated with this information collection is 35.5 hours per respondent and is estimated to vary from 14 to 500 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent's activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and to one of the following: Secretary Board of Governors of the Federal Reserve System Washington, D.C. 20551 Legislative and Regulatory Analysis Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant Executive Secretary Federal Deposit Insurance Corporation Washington, D.C. 20429 Schedule RC-C - Loans and Lease Financing Receivables: Part I. Loans and Leases C-6, 7 Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only; not included in the forms for the September and December reports) RC-7a, 7b Schedule RC-D - Trading Assets and Liabilities (to be completed only by selected banks) RC-8 Schedule RC-E - Deposit Liabilities RC-9, 10 Schedule RC-F-Other Assets RC-11 Schedule RC-G - Other Liabilities RC-11 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices RC-12 Schedule RC-I - Assets and Liabilities of IBFs RC-12 Schedule RC-K - Quarterly Averages RC-13 Schedule RC-L - Derivatives and Off-Balance Sheet Items RC-14, 15 Schedule RC-M - Memoranda RC-16 Schedule RC-N - Past Due and Nonaccrual Loans, Leases and Other Assets RC-17, 18 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments RC-19, 20 Schedule RC-R - Regulatory Capital RC-21, 22, 23, 24 Schedule RC-S - Securitization and Assets Sales Activities RC-25, 26, 27, 27a Schedule RC-T - Fiduciary and Related Services (to be completed beginning December 31, 2001) RC-28, 29,30 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income RC-31 Special Report (to be completed by all banks) For information or assistance, National and State nonmember banks should contact the FDIC's Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time, State member banks should contact their Federal Reserve District Bank. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-1 3 Consolidated Report of Income for the period January 1, 2001 - June 30, 2001 ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE BASIS IN THOUSANDS OF DOLLARS. Schedule RI-Income Statement
Dollar Amounts in Thousands RIAD Bil Mil Thou ---------------------------------------------------------------------------------------------------------------- 1. Interest Income: a. Interest and fee income on loans: (1) In domestic offices: (a) Loans secured by real estate ........................................ 4011 292,244 1.a.(1)(a) (b) Loans to finance agricultural production and other loans to farmers ............................................................. 4024 2,704 1.a.(1)(b) (c) Commercial and industrial loans ..................................... 4012 259,734 1.a.(1)(c) (d) Loans to individuals for household, family, and other personal expenditures: (1) Credit Cards ...................................................... B485 0 1.a.(1)(d)(1) (2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) ........ B486 207,931 1.a.(1)(d)(2) (e) Loans to foreign governments and other official institutions ........ 4056 0 1.a.(1)(e) (f) All other loans in domestic offices ................................. B487 2,179 1.a.(1)(f) (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ........ 4059 0 1.a.(2) (3) Total interest and fee income on loans (sum of items 1 .a.(1) (a) through 1 .a.(2)) ................................................. 4010 764,792 1.a.(3) b. Income from lease financing receivables ................................... 4065 124,440 1.b. c. Interest income on balances due from depository institutions(1) ........... 4115 35 1.c. d. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities) ................................. B488 27,097 1.d.(1) (2) Mortgage-backed securities ............................................ B489 71,643 I.d.(2) (3) All other securities (includes securities issued by states and political subdivisions in the U.S.) ................................... 4060 17,416 1.d.(3) e. Interest income from trading assets ....................................... 4069 905 1.e. f. Interest income on federal funds sold and securities purchased under agreements to resell ...................................................... 4020 3,358 1.f. g. Other interest income ..................................................... 4518 603 1.g. h. Total interest income (sum of items 1.a.(3) through 1.g.) ................. 4107 1,010,289 1.h. 2. Interest expense: a. Interest on deposits: (1) Interest on deposits in domestic offices: (a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) ................................ 4508 8,757 2.a.(1)(a) (b) Nontransaction accounts: (1) Savings deposits (include MMDAs) .................................. 0093 126,308 2.a.(1)(b)(1) (2) Time deposits of $100,000 or more ................................. A517 41,550 2.a.(1)(b)(2) (3) Time deposits of less than $100,000 ............................... A518 171,332 2.a.(1)(b)(3) (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs ................................................ 4172 9,152 2.a.(2) b. Expense of federal funds purchased and securities sold under agreements to repurchase ............................................................. 4180 56,566 2.b. c. Interest on trading liabilities and other borrowed money .................. 4185 75,550 2.c.
---------- (1) Includes interest income on time certificates of deposits not held for trading. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-2 [4] Schedule RI-Continued
Year-to-date Dollar Amounts in Thousands RIAD Bil Mil Thou --------------------------------------------------------------------------------------------------------------- 2. Interest expense (continued): d. Interest on subordinated notes and debentures ......................... 4200 29,287 2.d. e. Total interest expense (sum of items 2.a through 2.d) ................. 4073 518,502 2.e. 3. Net interest income (item 1.h minus 2.e) .............................. 4074 491,787 3. 4. Provision for loan and lease losses ................................... 4230 150,554 4. 5. Noninterest income: a. Income from fiduciary activities(1) ................................... 4070 28,869 5.a. b. Service charges on deposit accounts in domestic offices ............... 4080 78,694 5.b. c. Trading revenue(2) .................................................... A220 2,020 5.c. d. Investment banking, advisory, brokerage, and underwriting fees and commissions ....................................................... B490 20,206 5.d. e. Venture capital revenue ............................................... B491 0 5.e. f. Net servicing fees .................................................... B492 13,380 5.f. g. Net securitization income ............................................. B493 3,616 5.g. h. Insurance commissions and fees ........................................ B494 2,419 5.h. i Net gains (losses) on sales of loans and leases ....................... 5416 0 5.i. j. Net gains (losses) on sales of other real estate owned ................ 5415 (121) 5.j. k. Net gains (losses) on sales of other assets (excluding securities) .... B496 2,909 5.k. l. Other noninterest income .............................................. B497 69,460 5.l. m. Total noninterest income (sum of items 5.a through 5.I) ............... 4079 221,452 5.m. 6. a. Realized gains (losses) on held-to-maturity securities ............. 3521 0 6.a. b. Realized gains (losses) on available-for-sale securities .............. 3196 4,787 6.b. 7. Noninterest expense: a. Salaries and employee benefits ........................................ 4135 203,737 7.a. b. Expenses of premises and fixed assets (net of rental income)(excluding salaries and employee benefits and mortgage interest) ................. 4217 74,734 7.b. c. Amortization expense of intangible assets (includes goodwill) ......... 4531 18,919 7.c. d. Other noninterest expense* ............................................ 4092 166,702 7.d. e. Total noninterest expense (sum of items 7.a through 7.d) .............. 4093 463,091 7.e. 8. Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) .................................................... 4301 104,381 8. 9. Applicable income taxes (on item 8) ................................... 4302 21,928 9. 10. Income (loss) before extraordinary items and other adjustments (item 8 minus item 9) ................................................. 4300 82,453 10. 11. Extraordinary items and other adjustments, net of income taxes* ....... 4320 0 11. 12. Net income (loss) (sum of items 10 and 11) ............................ 4340 82,453 12.
---------- * Describe on Schedule RI-E - Explanations (1) For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 19. (2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item S.c, must equal the sum of Memorandum items B.a through 8.d. SCHEDULE RI-CONTINUED FFIEC 031 Page RI-3 5 Memoranda
Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ---------------------------------------------------------------------------------------------------------------- 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes .......................................................................... 4513 6,250 M.1. 2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) ......................................... 8431 19,058 M.2. 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b above) .......................... 4313 143 M.3. 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d. (3)) ..................................... 4507 4,147 M.4. 5. Number of full-time equivalent employees at end of current period (round to Number nearest whole number) ............................................................. 4150 9,421 M.5. 6. Not Applicable CC YY MM DD 7. If the reporting bank has restated its balance sheet as a result of applying push down accounting this calendar year, report the date of the bank's acquisition(1)...................................................................... 9106 0000/00/00 M.7. 8 Trading revenue (from cash instruments and definitive instruments) (sum of Memorandum Items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, RIAD Bil Mil Thou item 7) of $2 million or more for any quarter of the preceding calendar year. --------------------- a. Interest rate exposures ......................................................... 8757 1,980 M.8.a. b. Foreign exchange exposures ...................................................... 8758 60 M.8.b. c. Equity security and index exposures ............................................. 8759 0 M.8.c. d. Commodity and other exposures ................................................... 8760 0 M.8.d. RIAD Bil Mil Thou 9. Impact on income of derivatives held for purposes other than trading: --------------------- a. Net increase (decrease) to interest income ...................................... 8761 3,721 M.9.a. b. Net (increase) decrease to interest expense ..................................... 8762 (10,289) M.9.b. c. Other (noninterest) allocations ................................................. 8763 933 M.9.c. 10. Credit losses on derivatives (see instructions) A251 0 M.10. RIAD (Y/N) 11. Does the reporting bank have a Subchapter S election in effect for federal income ------ ---- tax purposes for the current tax year? (enter "Y" for YES or "N" for NO) ........... A530 N M.11.
--------------- (1) For example, a bank acquired on June 1, 2001, would report 20010601. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-4 Schedule RI-A - Changes in Equity Capital /6/ Indicate decreases and losses in parentheses. Dollar Amounts in Thousands RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------ 1. Total equity capital most recently reported for the December 31, 2000, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) ........................................................ 3217 2,069,127 1. 2. Restatements due to corrections of material accounting errors and changes in accounting principles* ................................................. B507 (9,113)2. 3. Balance end of previous calendar year as restated (sum of items 1 and 2)... B508 2,060,014 3. 4. Net income (loss) (must equal Schedule RI, item 12) ....................... 4340 82,453 4. 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) ................................... B509 0 5. 6. Treasury stock transactions, net .......................................... B510 0 6. 7. Changes incident to business combinations, net ............................ 4356 0 7. 8. LESS: Cash dividends declared on preferred stock .......................... 4470 0 8. 9. LESS: Cash dividends declared on common stock ............................. 4460 78,996 9. 10. Other comprehensive income (1) ........................................... B511 31,721 10. 11. Other transactions with parent holding company* (not included in items 5, 6, 8, or 9 above)......................................................... 4415 0 11. 12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28) ........................................ 3210 2,095,192 12.
------- *Describe on Schedule RI-E - Explanations. (1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. Schedule RI-B - Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part I. Charge-offs and Recoveries on Loans and Leases (Column A) (Column B) PART I EXCLUDES CHARGE-OFFS AND RECOVERIES THROUGH Charges-offs(1) Recoveries THE ALLOCATED TRANSFER RISK RESERVE. ---------------------------------------------------- Calendar year-to-date ---------------------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------- 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices........................................ 3582 845 3583 108 1.a. b. Secured by farmland in domestic offices ................ 3584 18 3585 0 1.b. c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit .......................................... 5411 3,096 5412 165 1.c.(1) (2) Closed-end loans secured by 1-4 family residential properties ......................................... 5413 392 5414 91 1.c.(2) d. Secured by multifamily (5 or more) residential properties in domestic offices .......................... 3588 54 3589 6 1.d. e. Secured by nonfarm nonresidential properties in domestic offices ................................................ 3590 2,336 3591 210 1.e. f. In foreign offices ..................................... B512 0 B513 0 1.f. 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions ... 4653 0 4663 0 2.a. b. To foreign banks ....................................... 4654 3 4664 16 2.b. 3. Loans to finance agricultural production and other loans to farmers ................................................ 4655 55 4665 0 3. 4. Commercial and industrial loans: a. To U.S. addressees (domicile) .......................... 4645 22,965 4617 2,944 4.a. b. To non-U.S. addressees (domicile) ...................... 4646 0 4618 0 4.b. 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards ........................................... B514 0 B515 0 5.a. b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) .......................................... B516 53,213 B517 10,172 5.b.
--------- (1) Include write-downs arising from transfers of loans to the held-for-sale account. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-5 Schedule RI-B - Continued 7 Part I. Continued
------------------------------------------------- (Column A) (Column B) Charge-offs(1) Recoveries ------------------------------------------------- Calendar year-to-date ------------------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ 6. Loans to foreign governments and official institutions ................. 4643 0 4627 0 6. 7. All other loans ........................................................ 4644 5 4628 1 7. 8. Lease financing receivables: a. To U.S. addressees (domicile) ....................................... 4658 28,139 4668 3,850 8.a. b. To non-U.S. addressees (domicile) ................................... 4659 0 4669 0 8.b. 9. Total (sum of items 1 through 8) ....................................... 4635 111,121 4605 17,563 9.
Memoranda
------------------------------------------------- (Column A) (Column B) Charge-offs(1) Recoveries ------------------------------------------------- Calendar year-to-date ------------------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ 1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above ............................ 5409 0 5410 0 M.1. 2. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, part I, item 1, above) ............................... 4652 0 4662 0 M.2.
-------------------- (1) Include write-downs arising from transfers of loans to the held-for-sale account. Part II. Changes in Allowance for Loan and Lease Losses
Dollar Amounts in Thousands RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ 1. Balance most recently reported for the December 31, 2000, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) ...................................... B522 297,175 1. 2. Recoveries (must equal part I, item 9, column B above) ........................................ 4605 17,563 2. 3. LESS: Charge-offs (sum of Part I, item 9, column A above and Schedule RI-E, item 6.a.) ........ C079 111,121 3. 4. Provision for loan and lease losses (must equal Schedule RI, item 4) .......................... 4230 150,554 4. 5. Adjustments* (see instructions for this schedule) ............................................. 4815 (3,038) 5. 6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, item 4.c) ... 3123 351,133 6.
-------------------- (1) Include as a negative number write-downs arising from transfers of loans to the held-for-sale account. Describe on Schedule RI-E - Explanations, item 6. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-6 Schedule RI-D - Income from International Operations 8 For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income.
Year-to-date Dollar Amounts in Thousands RIAD Bil Mil Thou ---------------------------------------------------------------------------------------------------------------- 1. Interest income and expense attributable to international operations: a. Gross interest income .......................................................... B523 N/A 1.a. b. Gross interest expense ......................................................... B524 N/A 1.b. 2. Net interest income attributable to international operations (item 1.a minus 1.b) .. B525 N/A 2. 3. Noninterest income and expense attributable to international operations: a. Noninterest income attributable to international operations .................... 4097 N/A 3.a. b. Provision for loan and lease losses attributable to international operations ... 4235 N/A 3.b. c. Other noninterest expense attributable to international operations ............. 4239 N/A 3.c. d. Net noninterest income (expense) attributable to international operations (items 3.a minus 3.b and 3.c) ......................................................... 4843 N/A 3.d. 4. Estimated pretax income attributable to international operations before capital allocation adjustments (sum of items 2 and 3.d) .................................... 4844 N/A 4. 5. Adjustment to pretax income for internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs ................ 4845 N/A 5. 6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5) ....................................... 4846 N/A 6. 7. Income taxes attributable to income from international operations as estimated in item 6 .......................................................................... 4797 N/A 7. 8. Estimated net income attributable to international operations (items 6 minus 7) .... 4341 N/A 8.
'7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-7 9 Schedule RI-E - Explanations SCHEDULE RI-E IS TO BE COMPLETED EACH QUARTER ON A CALENDAR YEAR-TO-DATE BASIS. Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
Year-to-date --------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ---------------------------------------------------------------------------------------------------------------- 1. Other noninterest income (from Schedule RI, item 5.I) Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m: a. [TEXT C013] Income and fees from the printing and sale of checks ................ C013 0 1.a. b. [TEXT C014] Earnings on/increase in value of cash surrender value of life insurance ....................................................................... C014 0 1.b. c. [TEXT C016] Income and fees from automated teller machines (ATMs) ............... C016 0 1.c. d. [TEXT 4042] Rent and other income from real estate owned ........................ 4042 0 1.d. e. [TEXT C015] Safe deposit box rent ............................................... C015 0 1.e. [TEXT 4461] f. Income from Bank Owned Life Insurance ............................... 4461 19,121 1.f. [TEXT 4462] g. ................................................................................. 4462 0 1.g. [TEXT 4463] h. ................................................................................. 4463 0 1.h. 2. Other noninterest expense (from Schedule RI, item 7.d) Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m: a. [TEXT C017] Data processing expenses ............................................ C017 0 2.a. b. [TEXT 0497] Advertising and marketing expenses .................................. 0497 0 2.b. c. [TEXT 4136] Directors' fees ..................................................... 4136 0 2.c. d. [TEXT C018] Printing, stationery, and supplies .................................. C018 0 2.d. e. [TEXT 8403] Postage ............................................................. 8403 0 2.e. f. [TEXT 4141] Legal fees and expenses ............................................. 4141 0 2.f. g. [TEXT 4146] FDIC deposit insurance assessments .................................. 4146 0 2.g. [TEXT 4464] h. Lease Residual Charge ............................................... 4464 20,000 2.h. [TEXT 4467] i. Corporate Overhead Charges .......................................... 4467 14,639 2.i. [TEXT 4468] j. ................................................................................. 4468 0 2.j. 3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments): a. (1) [TEXT 6373] Effect of adopting FAS 133, "Accounting for Derivative Instruments and Hedging Activities" ............................. 6373 0 3.a.(1) (2) Applicable income tax effect 4486 0 3.a.(2) [TEXT 4487] b. (1) n/a ............................................................. 4487 0 3.b.(1) (2) Applicable income tax effect 4488 0 3.b.(2) [TEXT 4489] c. (1) n/a ............................................................. 4489 0 3.c.(1) (2) Applicable income tax effect 4491 0 3.c.(2)
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RI-8 10 Schedule RI-E - Continued
Year-to-date --------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ---------------------------------------------------------------------------------------------------------------- 4. Restatements due to corrections of material accounting errors and changes in accounting principles (from Schedule RI-A, item 2) (itemize and describe all restatements): [TEXT B526] a. Change in accounting method for derivatives ......................... B526 (9,113) 4.a. [TEXT B527] b. n/a ................................................................. B527 0 4.b. 5. Other transactions with parent holding company (from Schedule RI-A, item 11) (itemize and describe all such transactions): [TEXT 4498] a. n/a ................................................................. 4498 0 5.a. [TEXT 4499] b. n/a ................................................................. 4499 0 5.b. 6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5) (itemize and describe all adjustments): [TEXT 5523] a. Write-downs arising from transfers of loans to the held-for-sale account ............................................... 5523 0 6.a. [TEXT 4522] b. Allowance of securitized loans....................................... 4522 (3,038) 6.b. 7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): Other explanations (Either enter text in the field below or skip and leave blank for "No comment"): (TEXT 4769)
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-1 11 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2001 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC - Balance Sheet
Dollar Amounts in Thousands RCFD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------------ ASSETS l. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin(1) ........................................... 0081 886,195 1.a. b. Interest-bearing balances(2) .................................................................... 0071 1,322 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ...................................... 1754 14,978 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) .................................... 1773 3,088,779 2.b. 3. Federal funds sold and securities purchased under agreements to resell ............................. 1350 54,696 3. 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale .................................................................. 5369 376,671 4.a. b. Loans and leases, net of unearned income ...................................... B528 21,047,712 4.b. c. LESS: Allowance for loan and lease losses ..................................... 3123 351,133 4.c. d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) ..................... B529 20,696,579 4.d. 5. Trading assets (from Schedule RC-D) ................................................................ 3545 1,640 5. 6. Premises and fixed assets (including capitalized leases) ........................................... 2145 450,553 6. 7. Other real estate owned (from Schedule RC-M) ....................................................... 2150 9,913 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ........... 2130 5,364 8. 9. Customers' liability to this bank on acceptances outstanding ....................................... 2155 15,335 9. 10. Intangible assets: a. Goodwill ........................................................................................ 3163 636,109 10.a. b. Other intangible assets (from Schedule RC-M) .................................................... 0426 120,283 10.b. 11. Other assets (from Schedule RC-F) .................................................................. 2160 1,459,280 11. 12. Total assets (sum of items i through 11) ........................................................... 2170 27,817,697 12.
---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. Schedule RC - Continued
Dollar Amounts in Thousands RCON Bil Mil Thou ____________________________________________________________________________________________________ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)........................................... 2200 18,678,563 13.a. (1) Noninterest-bearing(1)..............RCON 6631 3,841,843 13.a.(1) (2) Interest-bearing....................RCON 6636 14,836,720 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II).................................... 2200 489,983 13.b (1) Noninterest-bearing.................RCFN 6631 0 13.b.(1) (2) Interest-bearing....................RCFN 6636 489,983 RCFD 13.b.(2) 14. Federal funds purchased and secured sold under agreements to repurchase....................................................... 2800 2,454,471 14. 15. Trading liabilities (from Schedule RC-D)............................ 3548 0 15. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)(from Schedule RC-M)....................... 3190 2,122,208 16. 17. Not applicable 18. Bank's liability on acceptances executed and outstanding............ 2920 15,335 18. 19. Subordinated notes and debentures(2)................................ 3200 953,547 19. 20. Other liabilities (from Schedule RC-G).............................. 2930 593,212 20. 21. Total liabilities (sum of items 13 through 20)...................... 2948 25,307,319 21. 22. Minority interest in consolidated subsidiaries...................... 3000 415,186 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus....................... 3838 0 23. 24. Common Stock........................................................ 3230 40,000 24. 25. Surplus (exclude all surplus related to preferred stock)............ 3839 451,268 25. 26. a. Retained earnings................................................ 3632 1,608,819 26.a. b. Accumulated other comprehensive income (3)....................... B530 (4,895) 26.b. 27. Other equity capital components (4)................................. A130 0 27. 28. Total equity capital (sum of items 23 through 27)................... 3210 2,095,192 28. 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)............................................... 3300 27,817,697 29. MEMORANDUM TO BE REPORTED WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any RCFD Number date during 2000.....................................................6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work ___________ (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-3 Schedule RC-A - Cash and Balances Due From Depository Institutions 13 Exclude assets held for trading.
------------------------------------------------- (Column A) (Column B) Consolidated Domestic Bank Offices ------------------------------------------------- Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ 1. Cash items in process of collection, unposted debits, and currency and coin .................................................................... 0022 789,752 1. a. Cash items in process of collection and unposted debits .............. 0020 579,836 1.a. b. Currency and coin .................................................... 0080 209,916 1.b. 2. Balances due from depository institutions in the U.S. ................... 0082 68,878 2. a. U.S. branches and agencies of foreign banks (including their IBFs) ... 0083 0 2.a. b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs) ................................... 0085 68,878 2.b. 3. Balances due from banks in foreign countries and foreign central banks .. 0070 0 3. a. Foreign branches of other U.S. banks ................................. 0073 0 3.a. b. Other banks in foreign countries and foreign central banks ........... 0074 0 3.b. 4. Balances due from Federal Reserve Banks ................................. 0090 28,887 0090 28,887 4. 5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items 1.a and 1.b) .................................. 0010 887,517 0010 887,517 5.
Schedule RC-B - Securities Exclude assets held for trading.
-------------------------------------------------------------------------------------- Held-to-maturity Available-for-sale -------------------------------------------------------------------------------------- (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value -------------------------------------------------------------------------------------- Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ 1. U.S. Treasury securities .......... 0211 0 0213 0 1286 0 1287 0 1. 2. U.S. Government agency obligations (exclude mortgage-backed securities): a. Issued by U.S. Government agencies(1) .................... 1289 0 1290 0 1291 0 1293 0 2.a. b. Issued by U.S. Government sponsored agencies(2) .......... 1294 0 1295 0 1297 949,552 1298 950,567 2.b. 3. Securities issued by states and political subdivisions in the U.S. .......................... 8496 14,978 8497 15,159 8498 127,125 8499 125,048 3.
---------- (1) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. (2) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-4 Schedule RC-B - Continued [14]
Held-to-maturity Available-for-sale --------------------------------------------- ---------------------------------------------- (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value ---------------------- --------------------- ---------------------- ---------------------- Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou ---- --- --- ---- ---- --- --- ---- ---- --- --- ---- ---- --- --- ---- 4. Mortgage-backed securities (MBS): a. Pass-through securities: (1) Guaranteed by GNMA.............. 1698 0 1699 0 1701 19,960 1702 20,482 4.a.(1) (2) Issued by FNMA and FHLMC......... 1703 0 1705 0 1706 985,429 1707 986,960 4.a.(2) (3) Other pass-through securities........ 1709 0 1710 0 1711 0 1713 0 4.a.(3) b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA..... 1714 0 1715 0 1716 572,505 1717 573,874 4.b.(1) (2) Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA..... 1718 0 1719 0 1731 0 1732 0 4.b.(2) (3) All other mortgage-backed securities......... 1733 0 1734 0 1735 292,819 1736 288,673 4.b.(3) 5. Asset-backed securities (ABS): a. Credit card receivables........... B838 0 B839 0 B840 0 B841 0 5.a. b. Home equity lines..... B842 0 B843 0 B844 0 B845 0 5.b. c. Automobile loans...... B846 0 B847 0 B848 0 B849 0 5.c. d. Other consumer loans................. B850 0 B851 0 B852 0 B853 0 5.d. e. Commercial and industrial loans...... B854 0 B855 0 B856 0 B857 0 5.e. f. Other................. B858 0 B859 0 B860 0 B861 0 5.f. 6. Other debt securities: a. Other domestic debt securities....... 1737 0 1738 0 1739 139,497 1741 139,531 6.a. b. Foreign debt securities............ 1742 0 1743 0 1744 3,500 1746 3,500 6.b. 7. Investments in mutual funds and other equity securities with readily determinable fair values(1)................ A510 144 A511 144 7. 8. Total (sum of items 1 through 7) (total of column A must equal Schedule RC, item 2.a) (total of column D must equal Schedule RC, item 2.b)................ 1754 14,978 1771 15,159 1772 3,090,531 1773 3,088,779 8.
----------------------- (1) Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock in Schedule RC-F, item 4. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-5 15 Schedule RC-B - Continued Memoranda
Dollar Amounts in Thousands RCFD Bil Mil Thou ---------------------------------------------------------------------------------------------------------------- 1. Pledged securities(1) 0416 2,801,650 M.1. 2. Maturity and repricing data for debt securities(1),(2)(excluding those in nonaccrual status): a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of:(3),(4) (1) Three months or less A549 3,108 M.2.a.(1) (2) Over three months through 12 months A550 12,937 M.2.a.(2) (3) Over one year through three years A551 359,925 M.2.a.(3) (4) Over three years through five years A552 780,255 M.2.a.(4) (5) Over five years through 15 years A553 77,400 M.2.a.(5) (6) Over 15 years A554 0 M.2.a.(6) b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of:(3),(5) (1) Three months or less A555 0 M.2.b.(1) (2) Over three months through 12 months A556 0 M.2.b.(2) (3) Over one year through three years A557 0 M.2.b.(3) (4) Over three years through five years A558 38,997 M.2.b.(4) (5) Over five years through 15 years A559 249,315 M.2.b.(5) (6) Over 15 years A560 719,129 M.2.b.(6) c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of:(6) (1) Three years or less A561 65,207 M.2.c.(1) (2) Over three years A562 797,340 M.2.c.(2) d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above) A248 16,045 M.2.d. 3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer) 1778 0 M.3. 4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2,3,5, and 6): a. Amortized cost 8782 0 M.4.a. b. Fair value 8783 0 M.4.b.
---------- (1) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value. (2) Exclude investments in mutual funds and other equity securities with readily determinable fair values. (3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date. (4) Sum of Memorandum item 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a. that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1,2,3,5, and 6, columns A and D, plus mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other mortgage-backed securities" included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-6 Schedule RC-C - Loans and Lease Financing Receivables Part 1. Loans and Leases Do not deduct the allowance for loan and lease losses from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) other loans and leases, net of unearned income. Report loans and leases net of any applicable allocated transfer risk reserve. Exclude assets held for trading and commercial paper.
(Column A) (Column B) Consolidated Domestic Bank Offices Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Loans secured by real estate .................................................. 1410 9,286,135 1. a. Construction, land development, and other land loans ....................... 1415 1,046,901 1.a. b. Secured by farmland (including farm residential and other improvements ............................................................... 1420 80,754 1.b. c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit ..................................... 1797 2,256,072 1.c.(1) (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens ............................................. 5367 1,343,311 1.c.(2)(a) (b) Secured by junior liens ............................................ 5368 1,134,402 1.c.(2)(b) d. Secured by multifamily (5 or more) residential properties .................. 1460 190,722 1.d. e. Secured by nonfarm nonresidential properties ............................... 1480 3,233,973 1.e. 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S. ............................................ B531 4,340 2.a. (1) To U.S. branches and agencies of foreign banks ......................... B532 0 2.a.(1) (2) To other commercial banks in the U.S. .................................. B533 4,340 2.a.(2) b. To other depository institutions in the U.S. ............................... B534 6,123 B534 6,123 2.b. c. To banks in foreign countries .............................................. B535 0 2.c. (1) To foreign branches of other U.S. banks ................................ B536 0 2.c.(1) (2) To other banks in foreign countries .................................... B537 0 2.c.(2) 3. Loans to finance agricultural production and other loans to farmers ........... 1590 64,084 1590 64,084 3. 4. Commercial and industrial loans: a. To U.S. addressees (domicile) .............................................. 1763 5,238,485 1763 5,238,485 4.a. b. To non-U.S. addressees (domicile) .......................................... 1764 52 1764 52 4.b. 5. Not applicable 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans)(includes purchased paper): a. Credit cards ............................................................... B538 0 B538 0 6.a. b. Other revolving credit plans ............................................... B539 71,270 B539 71,270 6.b. c. Other consumer loans (includes single payment, installment, and all student loans) ............................................................. 2011 3,231,105 2011 3,231,105 6.c. 7. Loans to foreign governments and official institutions (including foreign central banks) ................................................................ 2081 0 2081 0 7. 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. ...................................................... 2107 73,500 2107 73,500 8. 9. Other loans ................................................................... 1563 244,172 9. a. Loans for purchasing or carrying securities (secured and unsecured) ........ 1545 35,817 9.a. b. All other loans (exclude consumer loans) ................................... 1564 208,355 9.b. 10. Lease financing receivables (net of unearned income) .......................... 2165 3,205,173 10. a. Of U.S. addressees (domicile) .............................................. 2182 3,205,173 10.a. b. Of non-U.S. addressees (domicile) .......................................... 2183 0 10.b. 11. LESS: Any unearned income on loans reflected in items 1-9 above ............... 2123 56 2123 56 11. 12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11)(total of column A must equal Schedule RC, sum of items 4.a and 4.b) .................................................................. 2122 21,424,383 2122 21,424,383 12.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-7 Schedule RC-C -- Continued 17 Part I. Continued Memoranda
Dollar Amounts in Thousands RCFD Bil Mil Thou -------------------------------------------------------------------------------------------------------------------------------- 1. Loans and leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, above and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other personal expenditures)... 1616 1,290 M.1. 2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of:(1),(2) RCON (1) Three months or less................................................................... A564 266,287 M.2.a.(1) (2) Over three months through 12 months.................................................... A565 135,290 M.2.a.(2) (3) Over one year through three years...................................................... A566 187,436 M.2.a.(3) (4) Over three years through five years.................................................... A567 167,570 M.2.a.(4) (5) Over five years through 15 years....................................................... A568 177,185 M.2.a.(5) (6) Over 15 years.......................................................................... A569 394,356 M.2.a.(6) b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of:(1),(3) RCFD (1) Three months or less................................................................... A570 6,564,006 M.2.b.(1) (2) Over three months through 12 months.................................................... A571 1,702,988 M.2.b.(2) (3) Over one year through three years...................................................... A572 2,317,518 M.2.b.(3) (4) Over three years through five years.................................................... A573 4,723,577 M.2.b.(4) (5) Over five years through 15 years....................................................... A574 4,386,685 M.2.b.(5) (6) Over 15 years.......................................................................... A575 246,759 M.2.b.(6) c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with REMAINING MATURITY of one year or less (excluding those in nonaccrual status)......... A247 4,516,316 M.2.c 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A(4).... 2746 143,122 M.3. 4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties RCON in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B)............ 5370 579,509 M.4. 5. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, RCFD part I, item 1, column A, above).............................................................. B837 0 M.5.
---------- (1) Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date. (2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2), column C, must equal total closed-end loans secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item 1.c.(2)(a), column B. (3) Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2), column C, must equal total loans and leases from Schedule RC-C, part I, sum of items 1 through 10, column A, minus total closed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B. (4) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-7a Schedule RC-C - Continued 17a Part II. Loans to Small Businesses and Small Farms Schedule RC-C, Part II is to be reported only with the June Report of Condition. Report the number and amount currently outstanding as of June 30 of business loans with "original amounts" of $1,000,000 or less and farm loans with "original amounts" of $500,000 or less. The following guidelines should be used to determine the "original amount" of a loan: (1) For loans drawn down under lines of credit or loan commitments, the "original amount" of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" is the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the "original amount" is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger. LOANS TO SMALL BUSINESSES
RCON (Y / N) 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, item 1.e, column B, and all or substantially all of the dollar volume of your bank's "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B, have original amounts of $100,000 or less (if your bank has no loans outstanding in both of these two loan categories, place an "N" in the box to the right for NO, otherwise mark it "Y" for YES.) ........................................................................... 6999 N 1. If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5. If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5.
----------------- 2. Report the total number of loans currently outstanding for each of the following Number of Loans Schedule RC-C, part I, loan categories: ----------------- a. "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, item 1.e, column B (Note: Item 1.e, column B, divided by the number of loans should NOT RCON exceed $100,000.) ............................................................. 5562 N/A 2.a. b. "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (Note: Item 4.a, column B, divided by the number of loans should NOT exceed $100,000.) ............................................................. 5563 N/A 2.b. -----------------
(Column A) (Column B) Amount Currently Dollar Amounts in Thousands Number of Loans Outstanding ------------------------------------------------------------------------------------------------------------------------------- 3. Number and amount currently outstanding of "Loans secured by nonfarm nonresidential RCON RCON Bil Mil Thou properties" in domestic offices reported in Schedule RC-C, part 1, item 1.e, column B (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, part 1, item 1.e, column B): a. With original amounts of $100,000 or less ...................................... 5564 2,639 5565 115,835 3.a. b. With original amounts of more than $100,000 through $250,000 ................... 5566 2,611 5567 328,841 3.b. c. With original amounts of more than $250,000 through $1,000,000 ................. 5568 2,667 5569 1,035,238 3.c. 4. Number and amount currently outstanding of "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (sum of items 4.a through 4.c must be less than or equal to Schedule RC-C, part I, item 4.a, column B): a. With original amounts of $100,000 or less ...................................... 5570 18,968 5571 500,196 4.a. b. With original amounts of more than $100,000 through $250,000 ................... 5572 2,260 5573 260,046 4.b. c. With original amounts of more than $250,000 through $1,000,000 ................. 5574 2,365 5575 839,709 4.c. -------------------------------------------------------------------------------------------------------------------------------
FFIEC 031 Page RC-7b 17b 7/30/2001 - The Huntington National B - Certificate Number 08560 Schedule RC-C - Continued Part II. Continued
RCON (Y/N) ----- ----- AGRICULTURAL LOANS TO SMALL FARMS 5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B, and all or substantially all of the dollar volume of your bank's "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an "N" in the box to the right for NO, otherwise mark it "Y" for YES.) ........................................... 6860 N 5.
If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. If NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8.
Number of Loans ---------------------------- RCON ---- 6. Report the total number of the loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: a. "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B (Note: Item 1.b, column B, divided by the number of loans should NOT exceed $100,000.) ......... 5576 N/A 6.a. b. "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B (Note: Item 3, column B, divided by the number of loans should NOT exceed $100,000.) ........................ 5577 N/A 6.b.
(Column A) (Column B) Amount Currently Dollar Amounts in Thousands Number of Loans Outstanding ------------------------------------------------------------------------- --------------------- ------------------- RCON RCON Bil Mil Thou ---- ---- --- --- ---- 7. Number and amount currently outstanding of "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, part I, item 1.b, column B): a. With original amounts of $100,000 or less ...................... 5578 280 5579 12,403 7.a. b. With original amounts of more than $100,000 through $250,000.... 5580 142 5581 17,033 7.b. c. With original amounts of more than $250,000 through $500,000.... 5582 58 5583 16,783 7.c. 8. Number and amount currently outstanding of "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, part I, item 3, column B): a. With original amounts of $100,000 or less ..................... 5584 719 5585 20,025 8.a. b. With original amounts of more than $100,000 through $250,000... 5586 158 5587 19,779 8.b. c. With original amounts of more than $250,000 through $500,000... 5588 41 5589 9,809 8.c.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-8 18 Schedule RC-D - Trading Assets and Liabilities Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K; item 7) of $2 million or more for any quarter of the preceding calendar year.
Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------- ASSETS 1. U.S. Treasury securities in domestic offices...................................................... 3531 0 1. 2. U.S. Government agency obligations in domestic offices (exclude mortgage-backed securities)...... 3532 0 2. 3. Securities issued by states and political subdivisions in the U.S. in domestic offices........... 3533 0 3. 4. Mortgage-backed securities (MBS) in domestic offices: a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA......................... 3534 0 4.a. b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS)..................................................... 3535 0 4.b. c. All other mortgage-backed securities......................................................... 3536 0 4.c. 5. Other debt securities in domestic offices........................................................ 3537 0 5. 6. - 8. Not applicable 9. Other trading assets in domestic offices......................................................... 3541 1,640 9. 10. Trading assets in foreign offices............................................................RCFN 3542 0 10. 11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity contracts: a. In domestic offices......................................................................RCON 3543 0 11.a. b. In foreign offices.......................................................................RCFN 3543 0 11.b. 12. Total trading assets (sum of items 1 through 11)(must equal Schedule RC, item 5).............RCFD 3545 1,640 12. RCFD Bil Mil Thou LIABILITIES ------------------------ 13. Liability for short positions.................................................................... 3546 0 13. 14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity contracts........................................................................................ 3547 0 14. 15. Total trading liabilities (sum of items 13 and 14)(must equal Schedule RC, item 15).............. 3548 0 15.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-9 Schedule RC-E - Deposit Liabilities 19 Part I. Deposits in Domestic Offices
Nontransaction Transaction Accounts Accounts _____________________________________________________________ (Column A) (Column B) (Column C) Total transaction Memo: Total Total accounts (including demand deposits nontransaction total demand (included in accounts deposits) column A) (including MMDAs) ____________________________________________________________________________________________________________________________________ Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ____________________________________________________________________________________________________________________________________ Deposits of: 1. Individuals, partnerships, and corporations (include all certified and official checks)........... B549 4,920,018 B550 13,164,109 1. 2. U.S. Government....................................... 2202 48 2520 0 2. 3. States and political subdivisions in the U.S.......... 2203 137,921 2530 431,977 3. 4. Commercial banks and other depository institutions in the U.S............................... B551 23,521 B552 0 4. 5. Banks in foreign countries............................ 2213 969 2236 0 5. 6. Foreign governments and official institutions (including foreign central banks)..................... 2216 0 2377 0 6. 7. Total (sum of items 1 through 6)(sum of columns A and C must equal Schedule RC, item 13.a).............. 2215 5,082,477 2210 3,357,646 2385 13,596,086 7.
Memoranda
Dollar Amount in Thousands RCON Bil Mil Thou _________________________________________________________________________________________________________________ 1. Selected components of total deposits (ie., sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts................................ 6835 880,235 M.1.a. b. Total brokered deposits.................................... 2365 100,233 M.1.b. c. Fully insured brokered deposits (included in Memorandum item 1.b above): (1) Issued in denominations of less than $100,000.......... 2343 0 M.1.c.(1) (2) Issued either in denominations of $100,000 or in denominations greater than $100,000 and participated out by the broker in shares of $100,000 or less................................................ 2344 48,905 M.1.c.(2) d. Maturity data for brokered deposits: (1) Brokered deposits issued in denominations of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(1) above)..... A243 0 M.1.d(1) (2) Brokered deposits issued in denominations of $100,000 or more with a remaining maturity of one year or less (included in Memorandum item 1.b above)......... A244 52,000 M.1.d.(2) e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law)(to be completed for the December report only).... 5590 N/A M.1.e. 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C above): a. Savings deposits (1) Money market deposit accounts (MMDAs).................... 6810 3,148,119 M.2.a.(1) (2) Other savings deposits (excludes MMDAs).................. 0352 3,637,792 M.2.a.(2) b. Total time deposits of less than $100,000.................... 6648 5,447,117 M.2.b. b. Total time deposits of $100,000 or more ..................... 2604 1,363,085 M.2.c.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-10 Schedule RC-E - Continued /20/ Part 1. Continued
Memoranda (continued) Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------- 3. Maturity and repricing data for time deposits of less than $100,000; a. Time deposits of less than $100,000 with a remaining maturity of next repricing date of (1),(2) (1) Three months or less .............................................. A579 1,398,000 M.3.a.(1) (2) Over three months through 12 months ............................... A580 2,611,289 M.3.a.(2) (3) Over one year through three years ................................. A581 1,313,333 M.3.a.(3) (4) Over three years .................................................. A582 124,495 M.3.a.(4) b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) through 3.a.(4) above(3) .............................................................. A241 4,009,289 M.3.b. 4. Maturity and repricing data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of (1),(4) (1) Three months or less .............................................. A584 600,184 M.4.a.(1) (2) Over three months through 12 months ............................... A585 504,458 M.4.a.(2) (3) Over one year through three years ................................. A586 173,006 M.4.a.(3) (4) Over three years .................................................. A587 85,410 M.4.a.(4) b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) through 4.a.(4) above(3) .............................................................. A242 1,104,644 M.4.b.
------ (1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E, Memorandum item 2.b. above. (3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year. (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c above. Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs)
Dollar Amounts in Thousands RCFN Bil Mil Thou ----------------------------------------------------------------------------------------------------- Deposits of: 1. Individuals, partnerships, and corporations (include all certified and official checks) ..................................................... B553 489,983 1. 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions.............................................. B554 0 2. 3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs ..................................................... 2625 0 3. 4. Foreign governments and official institutions (including foreign central banks) ................................................................... 2650 0 4. 5. U.S. Government and states and political subdivisions in the U.S. ........ B555 0 5. 6. Total (sum of items 1 through 5) (must equal Schedule RC, item 13.b ...... 2200 489,983 6.
Memorandum Dollar Amounts in Thousands RCFN Bil Mil Thou ----------------------------------------------------------------------------------------------------- 1. Time deposits with a remaining maturity of one year or less (included in Part II, item 6 above) ................................................ A245 489,983 M.1.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-11 21 SCHEDULE RC-F - OTHER ASSETS
Dollar Amounts in Thousands RCFD Bil Mil Thou ----------------------------------------------------------------------------- ------------------ 1. Accrued interest receivable(1).......................................... B556 130,016 1. 2. Net deferred tax assets(2).............................................. 2148 0 2. 3. Interest-only strips receivable (not in form of a security)(3) on: a. Mortgage loans..................................................... A519 0 3.a. b. Other financial assets............................................. A520 0 3.b. 4. Equity securities that DO NOT have readily determinable fair values(4).. 1752 16,738 4. 5. Other (itemize and describe amounts greater than $25,000 that exceed 25% of this item)........................................................... 2168 1,312,526 5. a. TEXT 2166 Prepaid expenses 2166 0 5.a. b. TEXT C009 Cash surrender value of life insurance C009 0 5.b. c. TEXT 1578 Repossessed personal property (including vehicles) 1578 0 5.c. d. TEXT C010 Derivatives with a positive fair value held for purposes other than trading C010 0 5.d. e. TEXT 3549 Bank owned life insurance 3549 824,062 5.e. f. TEXT 3550 3550 0 5.f. g. TEXT 3551 3551 0 5.g. 6. Total (sum of items 1 through 5)(must equal Schedule RC, item 11)...... 2160 1,459,280 6.
SCHEDULE RC-G - OTHER LIABILITIES
Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------- ------------------ 1. a. Interest accrued and unpaid on deposits in domestic offices(5)..... 3645 60,774 1.a. b. Other expenses accrued and unpaid (includes accrued income taxes RCFD payable)........................................................... 3646 76,928 1.b. 2. Net deferred tax liabilities(2)......................................... 3049 366,489 2. 3. Allowance for credit losses on off-balance sheet credit exposures....... B557 0 3. 4. Other (itemize and describe amounts greater than $25,000 that exceed 25% of this item)........................................................... 2938 89,021 4. a. TEXT 3066 Accounts payable 3066 0 4.a. b. TEXT C011 Deferred compensation liabilities C011 0 4.b. c. TEXT 2932 Dividends declared but not yet payable 2932 0 4.c. d. TEXT C012 Derivatives with a negative fair value held for purposes other than trading C012 0 4.d. e. TEXT 3552 Deferred income on sale/ leaseback agreement 3552 44,970 4.e. f. TEXT 3553 3553 0 4.f. g. TEXT 3554 3554 0 4.g. 5. Total (sum of items 1 through 4)(must equal Schedule RC, item 20)........ 2930 593,212 5.
---------------- (1) Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. (2) See discussion of deferred income taxes in Glossary entry on "income taxes." (3) Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock. (5) For savings banks, include "dividends" accrued and unpaid on deposits. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-12 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices 22
----------------------- Domestic Offices ----------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------- 1. Customers' liability to this bank on acceptances outstanding ................... 2155 15,335 1. 2. Bank's liability on acceptances executed and outstanding ....................... 2920 15,335 2. 3. Federal funds sold and securities purchased under agreements to resell ......... 1350 54,696 3. 4. Federal funds purchased and securities sold under agreements to repurchase ..... 2800 2,454,471 4. 5. Other borrowed money ........................................................... 3190 2,122,208 5. EITHER 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs .... 2163 0 6. OR 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ...... 2941 1,125,100 7. 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) ........................................................ 2192 27,817,697 8. 9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs) ........................................................ 3129 24,182,219 9.
IN ITEMS 10-17, REPORT THE AMORTIZED (HISTORICAL) COST OF BOTH HELD-TO-MATURITY RCON Bil Mil Thou AND AVAILABLE-FOR-SALE SECURITIES IN DOMESTIC OFFICES. ----------------------- 10. U.S. Treasury securities ...................................................... 1039 0 10. 11. U.S. Government agency obligations (exclude mortgage-backed securities) ....... 1041 949,552 11. 12. Securities issued by states and political subdivisions in the U.S. ............ 1042 142,103 12. 13. Mortgage-backed securities (MBS): a. Pass-through securities: (1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................ 1043 1,005,389 13.a.(1) (2) Other pass-through securities ........................................... 1044 0 13.a.(2) b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by FNMA, FHLMC, or GNMA ............................ 1209 572,505 13.b.(1) (2) All other mortgage-backed securities .................................... 1280 292,819 13.b.(2) 14. Other domestic debt securities (include domestic asset-backed securities) ..... 1281 139,497 14. 15. Foreign debt securities (include foreign asset-backed securities) ............. 1282 3,500 15. 16. Investments in mutual funds and other equity securities with readily determinable fair values ...................................................... A510 144 16. 17. Total amortized (historical) cost of both held-to-maturity and available-for- sale securities (sum of items 10 through 16) .................................. 1374 3,105,509 17. 18. Equity securities that do not have readily determinable fair values ........... 1752 16,738 18.
Schedule RC-I - Assets and Liabilities of IBFs To be completed only by banks with IBFs and other "foreign" offices.
----------------------- Domestic Offices ----------------------- Dollar Amounts in Thousands RCFN Bil Mil Thou ----------------------------------------------------------------------------------------------------------- 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) .. 2133 N/A 1. 2. Total IBF liabilities (component of Schedule RC, item 21) ...................... 2898 N/A 2.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-13 23 Schedule RC-K - Quarterly Averages (1)
Dollar Amounts in Thousands RCFD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------- ASSETS 1. Interest-bearing balances due from depository institutions.......................... 3381 1,304 1. 2. U.S. Treasury securities and U.S. Government agency obligations(2) (excluding mortgage-backed securities)......................................................... B558 959,058 2. 3. Mortgage-backed securities(2)....................................................... B559 2,135,983 3. 4. All other securities(2), (3) (includes securities issued by states and political subdivisions in the U.S.)........................................................... B560 352,054 4. 5. Federal funds sold and securities purchased under agreements to resell.............. 3365 97,434 5. 6. Loans: a. Loans in domestic offices: RCON (1) Total loans.................................................................. 3360 21,588,817 6.a.(1) (2) Loans secured by real estate................................................. 3385 9,323,510 6.a.(2) (3) Loans to finance agricultural production and other loans to farmers.......... 3386 65,440 6.a.(3) (4) Commercial and industrial loans.............................................. 3387 5,305,452 6.a.(4) (5) Loans to individuals for household, family and other personal expenditures: (a) Credit cards............................................................. B561 0 6.a.(5)(a) (b) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards).......................... B562 3,381,032 6.a.(5)(b) b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs....RCFN 3360 0 6.b. 7. Trading assets..................................................................RCFD 3401 28,285 7. 8. Lease and financing receivables (net of unearned income)........................RCFD 3484 3,199,624 8. 9. Total assets(4).................................................................RCFD 3368 28,042,844 9. LIABILITIES 10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude RCON demand deposits).................................................................... 3485 1,757,244 10. 11. Nontransaction accounts in domestic offices: a. Savings deposits (include MMDAs)................................................. B563 6,582,727 11.a. b. Time deposits of $100,000 or more................................................ A514 1,506,023 11.b. c. Time deposits of less than $100,000.............................................. A529 5,623,540 11.c. 12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs........................................................................RCFN 3404 424,576 12. 13. Federal funds purchased and securities sold under agreements to repurchase......RCFD 3353 2,597,067 13. 14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases).............................................................RCFD 3355 2,156,484 14.
---------- (1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-14 Schedule RC-L - Derivatives and Off-Balance Sheet Items 24 Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.
Dollar Amounts in Thousands RCFD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Unused commitments: a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines ...................................................................................... 3814 3,554,305 1.a. b. Credit card lines .......................................................................... 3815 0 1.b. c. Commercial real estate, construction, and land development: (1) Commitments to fund loans secured by real estate ....................................... 3816 622,220 1.c.(1) (2) Commitments to fund loans not secured by real estate ................................... 6550 70,085 1.c.(2) d. Securities underwriting .................................................................... 3817 0 1.d. e. Other unused commitments ................................................................... 3818 4,550,405 1.e. 2. Financial standby letters of credit and foreign office guarantees ............................. 3819 776,120 2. a. Amount of financial standby letters of credit conveyed to others 3820 10,024 2.a. 3. Performance standby letters of credit and foreign office guarantees ........................... 3821 85,098 3. a. Amount of performance standby letters of credit conveyed to others 3822 3,815 3.a. 4. Commercial and similar letters of credit ...................................................... 3411 265,309 4. 5. To be completed by banks with $100 million or more in total assets: Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank ................................................................................ 3428 0 5. 6. Securities lent (including customers' securities lent where the customer is indemnified against loss by the reporting bank) ................................................................... 3433 0 6. 7. Notional amount of credit derivatives: a. Credit derivatives on which the reporting bank is the guarantor ............................ A534 0 7.a. b. Credit derivatives on which the reporting bank is the beneficiary .......................... A535 0 7.b. 8. Spot foreign exchange contracts ............................................................... 8765 2,583 8. 9. All other off-balance sheet liabilities (exclude derivatives ) (itemize and describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") .............. 3430 0 9. a. [TEXT 3432] Securities borrowed 3432 0 9.a. b. [TEXT 3434] Commitments to purchase when-issued securities 3434 0 9.b. [TEXT 3555] c. 3555 0 9.c. [TEXT 3556] d. 3556 0 9.d. [TEXT 3557] e. 3557 0 9.e. 10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") ........................ 5591 0 10. a. [TEXT 3435] Commitments to sell when-issued securities 3435 0 10.a. [TEXT 5592] b. 5592 0 10.b. [TEXT 5593] c. 5593 0 10.c. [TEXT 5594] d. 5594 0 10.d. [TEXT 5595] e. 5595 0 10.e.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-15 Schedule RC-L - Continued [25]
--------------------------------------------- ----------------------------------------- (Column A) (Column B) (Column C) (Column D) Interest Rate Foreign Exchange Equity Derivative Commodity and Dollar Amounts in Thousands Contracts Contracts Contracts Other Contracts ---------------------- -------------------- -------------------- --------------------- Derivatives Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou ---- --- --- ---- ---- --- --- ---- ---- --- --- ---- ---- --- --- ---- 11. Gross amounts (e.g., notional amounts) (for each column, sum of items 11.a. through 11.e. must equal sum of items 12 and 13): RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696 a. Futures contracts....... 250,000 0 0 0 11.a. RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700 b. Forward contracts....... 820,912 79,850 0 0 11.b. c. Exchange-traded option contracts: RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704 (1) Written options..... 0 0 0 0 11.c.(1) RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708 (2) Purchased options... 0 0 0 0 11.c.(2) d. Over-the-counter option contracts: RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712 (1) Written options.... 1,055,956 0 0 0 11.d.(1) RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716 (2) Purchased options.. 1,670,956 0 0 0 11.d.(2) RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720 e. Swaps.................. 5,052,639 34,650 0 0 11.e. 12. Total gross notional amount of derivative contracts held for RCFD A126 RCFD A127 RCFD 8723 RCFD 8724 trading .................. 4,069,550 79,850 0 0 12. 13. Total gross notional amount of derivative contract held for purposes other than RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728 trading................... 4,780,913 34,650 0 0 13. a. Interest rate swaps where the bank has agreed to pay a fixed RCFD A589 rate .................. 2,145,000 13.a. 14. Gross fair values of derivative contracts: a. Contracts held for trading: RCFD 8733 RCFD 8734 RCFD 8735 RCFD 8736 (1) Gross positive fair value......... 51,430 1,619 0 0 14.a.(1) RCFD 8737 RCFD 8738 RCFD 8739 RCFD 8740 (2) Gross negative fair value......... 46,543 1,577 0 0 14.a.(2) b. Contracts held for purposes other than trading: RCFD 8741 RCFD 8742 RCFD 8743 RCFD 8744 (1) Gross positive fair value......... 42,046 0 0 0 14.b.(1) RCFD 8745 RCFD 8746 RCFD 8747 RCFD 8748 (2) Gross negative fair value......... 38,192 8,717 0 0 14.b.(2)
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-16 ------------------------- ---- Schedule RC-M - Memoranda 26 ------------------------- ---- ---------------------- Dollar Amounts in Thousands RCFD | Bil | Mil| Thou --------------------------------------------------------------------------------------------------------------------------- 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests .................................................... 6164 | 349,706 1.a. b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent Number of total capital as defined for this purpose in agency regulations........... 6165 | 12 1.b. 2. Intangible assets other than goodwill: a. Mortgage servicing assets .................................................................... 3164 | 41,479 2.a. (1) Estimated fair value of mortgage servicing assets................... A590 | 42,425 2.a.(1) b. Purchased credit card relationships and nonmortgage servicing assets ......................... B026 19,722 2.b. c. All other identifiable intangible assets ..................................................... 5507 59,082 2.c. d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) ................... 0426 120,283 2.d. 3. Other real estate owned: a. Direct and indirect investments in real estate ventures ...................................... 5372 0 3.a. b. All other real estate owned: RCON | (1) Construction, land development, and other land in domestic offices ....................... 5508 554 3.b.(1) (2) Farmland in domestic offices ............................................................. 5509 0 3.b.(2) (3) 1-4 family residential properties in domestic offices .................................... 5510 5,841 3.b.(3) (4) Multifamily (5 or more) residential properties in domestic offices ....................... 5511 0 3.b.(4) (5) Nonfarm nonresidential properties in domestic offices .................................... 5512 3,518 3.b.(5) (6) In foreign offices ............................................................... | RCFN 5513 0 3.b.(6) RCFD | c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7) ............................ 2150 9,913 3.c. 4. Investments in unconsolidated subsidiaries and associated companies: a. Direct and indirect investments in real estate ventures ...................................... 5374 4,314 4.a. b. All other investments in unconsolidated subsidiaries and associated companies ................ 5375 1,050 4.b. c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) ............................ 2130 5,364 4.c. 5. Other borrowed money: a. Federal Home Loan Bank advances: (1) With a remaining maturity of one year or less ............................................ 2651 4,000 5.a.(1) (2) With a remaining maturity of more than one year through three years ...................... B565 13,000 5.a.(2) (3) With a remaining maturity of more than three years ....................................... B566 0 5.a.(3) b. Other borrowings: (1) With a remaining maturity of one year or less ............................................ B571 1,157,267 5.b.(1) (2) With a remaining maturity of more than one year through three years ...................... B567 627,243 5.b.(2) (3) With a remaining maturity of more than three years ....................................... B568 320,698 5.b.(3) c. Total (sum of items 5.a.(1) through 5.b.(3) must equal Schedule RC, item 16) ................. 3190 2,122,208 5.c. ------------ 6. Does the reporting bank sell private label or third party mutual funds and annuities? RCFD | (Y/N) ------------ Enter "Y" for YES or "N" for NO ........................................................................... B569 | Y 6. ---------------------- RCFD | Bil | Mil| Thou ---------------------- 7. Assets under the reporting bank's management in proprietary mutual funds and annuities .......... B570 2,823,375 7.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-17 Schedule RC-N - Past Due and Nonaccrual Loans, Leases, and other Assets 27 (Column A) (Column B) (Column C) Past Due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing ------------------------- ------------------------- ------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices............................ 2759 18,339 2769 792 3492 3,819 1.a. b. Secured by farmland in domestic offices............................ 3493 1,051 3494 60 3495 1,259 1.b. c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.. 5398 24,561 5399 8,178 5400 0 1.c.(1) (2) Closed-end loans secured by 1-4 family residential properties.. 5401 52,662 5402 13,034 5403 15,187 1.c.(2) d. Secured by multifamily (5 or more) residential properties in domestic offices............................ 3499 1,214 3500 0 3501 1,274 1.d. e. Secured by nonfarm nonresidential properties in domestic offices..... 3502 36,798 3503 8,756 3504 50,525 1.e. RCFN RCFN RCFN f. In foreign offices................. B572 0 B573 0 B574 0 1.f. 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. RCFD RCFD RCFD depository institutions............ 5377 0 5378 0 5379 0 2.a. b. To foreign banks................... 5380 0 5381 0 5382 0 2.b. 3. Loans to finance agricultural production and other loans to farmers............................... 1594 637 1597 533 1583 2,598 3. 4. Commercial and industrial loans: a. To U.S. addressees (domicile)...... 1251 117,901 1252 9,237 1253 78,780 4.a. b. To non-U.S. addressees (domicile).. 1254 0 1255 0 1256 0 4.b. 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards....................... B575 0 B576 0 B577 0 5.a. b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)...................... B578 90,213 B579 16,921 B580 449 5.b. 6. Loans to foreign governments and official institutions................. 5389 0 5390 0 5391 0 6. 7. All other loans....................... 5459 0 5460 0 5461 889 7. 8. Lease financing receivables: a. Of U.S. addressees (domicile)...... 1257 73,450 1258 9,566 1259 2 8.a. b. Of non-U.S. addressees (domicile).. 1271 0 1272 0 1791 0 8.b. 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets)............. 3505 0 3506 0 3507 0 9.
FFIEC 031 7/30/2001 - The Huntington National B - Certificate Number 06560 Page RC-18 28 Schedule RC-N - Continued Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8.
(Column A) (Column B) (Column C) Past Due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing -------------------- -------------------- -------------------- Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou ---------------------------------------------------- -------------------- -------------------- -------------------- 10. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. Government ......................... 5612 2,558 5613 3,046 5614 5,050 10. a. Guaranteed portion of loans and leases included in item 10 above ..................... 5615 2,225 5616 2,852 5617 3,153 10.a.
Memoranda
(Column A) (Column B) (Column C) Past Due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing -------------------- -------------------- -------------------- Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou ---------------------------------------------------- -------------------- -------------------- -------------------- 1. Restructured loans and leases included in Schedule RC-N, items 1 through 8, above (and not reported in Schedule RC-C, Part I, Memorandum item 1) ............................. 1658 0 1659 0 1661 0 M.1. 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above ........... 6558 0 6559 0 6560 0 M.2. 3. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-N, item 1, above) ................ 1248 0 1249 0 1250 0 M.3. 4. Not applicable
(Column A) (Column B) Past Due 30 Past due 90 through 89 days days or more -------------------- -------------------- RCFD Bil Mil Thou RCFD Bil Mil Thou -------------------- -------------------- 5. Interest rate, foreign exchange rate, and other commodity and equity contracts: Fair value of amounts carried as assets ....... 3529 0 3530 0 M.5.
Person to whom questions about the Reports of Condition and Income should be directed: Bill Talzerow, Manager of Financial Reporting ------------------------------------------------------------------------------- Name and Title (TEXT 8901) bill.telzerow@huntington.com ------------------------------------------------------------------------------- E-mail Address (TEXT 4086) (614) 480-4563 (614) 480-5284 ------------------------------------- ---------------------------------------- Telephone: Area code/phone number/ FAX: Area code/phone number (TEXT 9116) extension (TEXT 8902) 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-19 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments 29
Dollar Amounts in Thousands RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ 1. Unposted debits (see instructions): a. Actual amount of all unposted debits ...................................................... 0030 0 1.a. OR b. Separate amount of unposted debits: (1) Actual amount of unposted debits to demand deposits ................................... 0031 0 1.b.(1) (2) Actual amount of unposted debits to time and savings deposits(1) ...................... 0032 0 1.b.(2) 2. Unposted credits (see instructions): a. Actual amount of all unposted credits ..................................................... 3510 3,256 2.a. OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits .................................. 3512 0 2.b.(1) (2) Actual amount of unposted credits to time and savings deposits(1) ..................... 3514 0 2.b.(2) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) ................................................................ 3520 0 3. 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions (not included in total deposits): a. Demand deposits of consolidated subsidiaries .............................................. 2211 0 4.a. b. Time and savings deposits(1) of consolidated subsidiaries ................................. 2351 0 4.b. c. Interest accrued and unpaid on deposits of consolidated subsidiaries ...................... 5514 0 4.c. 5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part II) .................. 2229 0 5.a. b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, Part II) ..... 2383 0 5.b. c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1.b.) ................................................................................ 5515 0 5.c. 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank: a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, item 7, column B) ................................................................................. 2314 0 6.a. b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, item 7, column A or C, but not column B) .................................................. 2315 0 6.b. 7. Unamortized premiums and discounts on time and savings deposits:(1),(2) a. Unamortized premiums ...................................................................... 5516 0 7.a. b. Unamortized discounts ..................................................................... 5517 0 7.b. 8. To be completed by banks with "Oakar deposits." a. Deposits purchased or acquired from other FDIC-insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): (1) Total deposits purchased or acquired from other FDIC-insured institutions during the quarter ........................................................................... A531 0 8.a.(1) (2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attributable to BIF) .......................................... A532 0 8.a.(2) b. Total deposits sold or transferred to other FDIC-insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions) ..................... A533 11,013 8.b.
----------- (1) For FDIC insurance and FICO assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. (2) Exclude core deposit intangibles. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-20 Schedule RC-O - Continued 30
Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 9. Deposits in lifeline accounts................................................................... 5596 9. 10. Benefit-responsive "Depository Institution Investment Contracts" (included in total deposits in domestic offices)........................................................................... 8432 0 10. 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances: a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis.......................... 8785 1,078 11.a. b. Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and U.S. territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis.......................... A181 0 11.b. c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions in Schedule RC-E............... A182 0 11.c. 12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits............................................ A527 0 12.a. b. Amount of assets netted against time and savings deposits.................................. A528 0 12.b.
Memoranda (to be completed each quarter except as noted) Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal Schedule RC, item 13.a): a. Deposit accounts of $100,000 or less: (1) Amount of deposit accounts of $100,000 or less.......................................... 2702 12,783,252 M.1.a.(1) (2) Number of deposit accounts of $100,000 or less (to be Number completed for the June report only)................................. 3779 1,837,906 M.1.a.(2) b. Deposit accounts of more than $100,000: (1) Amount of deposit accounts of more than $100,000........................................ 2710 5,895,311 M.1.b.(1) Number (2) Number of deposit accounts of more than $100,000.................... 2722 22,054 M.1.b.(2) 2. Estimated amount of uninsured deposits in domestic offices of the bank: a. An estimate of your bank's uninsured deposits can be determined by multiplying the number of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2) above by $100,000 and subtracting the result from the amount of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(1) above. Indicate in the box to the right whether your bank has a method or procedure for determining a better estimate of uninsured deposits than the estimate RCON (Y/N) described above (enter "Y" for YES or "N" for NO)................................................... 6861 N M.2.a. b. If the box is marked YES, report the estimate of uninsured deposits RCON Bil Mil Thou determined by using your bank's method or procedure......................................... 5597 N/A M.2.b. 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report or Thrift Financial Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: RCON FDIC Cert No. TEXT A545 A545 M.3. -------------------------------------------------------------------------------------------------------------------
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-21 31 Schedule RC-R - Regulatory Capital
Dollar Amounts in Thousands RCFD Bil Mil Thou -------------------------------------------------------------------------------------------------------------------------- TIER 1 CAPITAL 1. Total equity capital (from Schedule RC, item 28)............................................. 3210 2,095,192 1. 2. LESS: Net unrealized gains (losses) on available-for-sale securities(1)(if a gain, report as a positive value; if a loss, report as a negative value)..................................... 8434 (1,134) 2. 3. LESS: Net unrealized loss on available-for-sale EQUITY securities(1)(report loss as a POSITIVE value).............................................................................. A221 0 3. 4. LESS: Accumulated net gains (losses) on cash flow hedges(1)(if a gain, report as a positive value; if a loss, report as a negative value)................................................ A336 (3,761) 4. 5. LESS: Nonqualifying perpetual preferred stock................................................ B588 0 5. 6. Qualifying minority interests in consolidated subsidiaries................................... B589 415,087 6. 7. LESS: Disallowed goodwill and other disallowed intangible assets............................. B590 695,191 7. 8. LESS: Disallowed servicing assets and purchased credit card relationships.................... B591 5,268 8. 9. LESS: Disallowed deferred tax assets......................................................... 5610 0 9. 10. Other additions to (deductions from) Tier 1 capital.......................................... B592 0 10. 11. Tier 1 capital (sum of items 1, 6, and 10, less items 2, 3, 4, 5, 7, 8, and 9)............... 8274 1,814,715 11. TIER 2 CAPITAL 12. Qualifying subordinated debt and redeemable preferred stock.................................. 5306 730,000 12. 13. Cumulative perpetual preferred stock includible in Tier 2 capital............................ B593 0 13. 14. Allowance for loan and lease losses includible in Tier 2 capital............................. 5310 341,410 14. 15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital........ 2221 0 15. 16. Other Tier 2 capital components.............................................................. B594 0 16. 17. Tier 2 capital (sum of items 12 through 16).................................................. 5311 1,071,410 17. 18. Allowable Tier 2 capital (lesser of item 11 or 17)........................................... 8275 1,071,410 18. 19. Tier 3 capital allocated for market risk..................................................... 1395 0 19. 20. LESS: Deductions for total risk-based capital................................................ B595 0 20. 21. Total risk-based capital (sum of items 11, 18, and 19, less item 20)......................... 3792 2,886,125 21. TOTAL ASSETS FOR LEVERAGE RATIO 22. Average total assets (from Schedule RC-K, item 9)............................................ 3368 28,042,844 22. 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above)......... B590 695,191 23. 24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 8 above)................................................................................ B591 5,268 24. 25. LESS: Disallowed deferred tax assets (from item 9 above)..................................... 5610 0 25. 26. LESS: Other deductions from assets for leverage capital purposes............................. B596 0 26. 27. Average total assets for leverage capital purposes (item 22 less items 23 through 26)........ A224 27,342,385 27. ADJUSTMENTS FOR FINANCIAL SUBSIDIARIES 28. Adjustment to total risk-based capital reported in item 21................................... B503 0 28. 29. Adjustment to risk-weighted assets reported in item 62....................................... B504 0 29. 30. Adjustment to average total assets reported in item 27....................................... B505 0 30.
(Column A) (Column B) RCFD Percentage RCFD Percentage ----------------- -------------------- CAPITAL RATIOS (Column B is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries.) 31. Tier 1 leverage ratio (2)............................................... 7273 N/A 7204 6.64 31. 32. Tier 1 risk-based capital ratio (3)..................................... 7274 N/A 7206 6.65 32. 33. Total risk-based capital ratio (4)...................................... 7275 N/A 7205 10.57 33.
---------- (1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income." (2) The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus one half of item 28 divided by (item 27 minus item 30). (3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus one half of item 28 divided by (item 62 minus item 29). (4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28 divided by (item 62 minus item 29). 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-22 Schedule RC - R - Continued 32 Banks are not required to risk-weight each on-balance sheet asset and the credit equivalent amount of each off-balance sheet item that qualifies for a risk weight of less than 100 percent (50 percent for derivatives) at its lower risk weight. When completing items 34 through 54 of Schedule RC-R, each bank should decide for itself how detailed a risk-weight analysis it wishes to perform. In other words, a bank can choose from among its assets and off-balance sheet items that have a risk weight of less than 100 percent which ones to risk-weight at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (50 percent for derivatives).
(Column C) (Column D) (Column E) (Column F) (Column A) (Column B) ____________________________________________________________ Totals Items Not Allocation by Risk Weight Category (from Subject to ____________________________________________________________ Schedule RC) Risk-Weighting 0% 20% 50% 100% ____________________________________________________________________________________________ Dollar Amounts in Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Thousands ________________________________________________________________________________________________________________________ BALANCE SHEET ASSET CATEGORIES 34. Cash and balances due from depository institutions (Column A equals the sum of Schedule RC, items RCFD 0010 RCFD B600 RCFD B601 RCFD B602 1.a and 1.b)......... 887,517 238,803 648,714 0 34. 35. Held-to-maturity RCFD 1754 RCFD B603 RCFD B604 RCFD B605 RCFD B606 RCFD B607 securities........... 14,978 0 0 4,642 10,336 0 35. 36. Available-for-sale RCFD 1773 RCFD B608 RCFD B609 RCFD B610 RCFD B611 RCFD B612 securities........... 3,088,779 136,660 19,960 2,608,445 318,985 4,729 36. 37. Federal funds sold and securities purchased under RCFD 1350 RCFD B613 RCFD B614 RCFD B616 agreements to resell.. 54,696 0 31,982 22,714 37. 38. Loans and leases held RCFD 5369 RCFD B617 RCFD B618 RCFD B619 RCFD B620 RCFD B621 for sale.............. 376,671 0 0 0 376,671 0 38. 39. Loans and leases, net of unearned RCFD B528 RCFD B622 RCFD B623 RCFD B624 RCFD B625 RCFD B626 income(1)............. 21,047,712 0 0 10,515 1,534,033 19,503,164 39. 40. LESS: Allowance for loan and lease RCFD 3123 RCFD 3123 losses................ 351,133 351,133 40. RCFD 3545 RCFD B627 RCFD B628 RCFD B629 RCFD B630 RCFD B631 41. Trading Assets........ 1,640 0 0 0 0 1,640 41. RCFD B639 RCFD B640 RCFD B641 RCFD B642 RCFD B643 RCFD 5339 42. All other assets (2).. 2,696,837 700,459 14,306 25,728 0 1,956,344 42. 43. Total assets (sum of items 34 RCFD 2170 RCFD B644 RCFD 5320 RCFD 5327 RCFD 5334 RCFD 5340 through 42)........... 27,817,697 485,986 273,069 3,330,026 2,240,025 21,488,591 43.
__________ (1) Include any allocated transfer risk reserve in column B. (2) Includes premises and fixed assets, other real estate owned, investments in unconsolidated subsidiaries and associated companies, customers' liabilities on acceptances outstanding, intangible assets, and other assets. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-23 Schedule RC-R - Continued 33
---------------------------------------------------------------------------------------------------------- (Column A) (Column B) (Column C) (Column D) (Column E) (Column F) -------------------------------------------------------------- Face Value Credit Credit Allocation by Risk Weight Category or Notional Conversion Equivalent -------------------------------------------------------------- Amount Factor Amount(1) 0% 20% 50% 100% Dollar Amounts -------------- -------------- -------------- -------------- -------------- -------------- in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------------ Derivatives and Off-Balance Sheet Items RCFD 3819 RCFD B645 RCFD B646 RCFD B647 RCFD B648 RCFD B649 44. Financial standby letters of credit ..... 776,120 1.00 776,120 0 0 0 776,120 44. 45. Performance standby letters RCFD 3821 RCFD B650 RCFD B651 RCFD B652 RCFD B653 RCFD B654 of credit ..... 85,098 0.50 42,549 0 0 0 42,549 45. 46. Commercial and similar letters RCFD 3411 RCFD B655 RCFD B656 RCFD B657 RCFD B658 RCFD B659 of credit ..... 285,309 0.20 53,062 0 0 0 53,062 46. 47. Risk participation in bankers acceptances acquired by the reporting RCFD 3429 RCFD B660 RCFD B661 RCFD B662 RCFD B663 institution ... 0 1.00 0 0 0 0 47. RCFD 3433 RCFD B664 RCFD B665 RCFD B666 RCFD B667 RCFD B668 48. Securities lent .......... 0 1.00 0 0 0 0 0 48. 49. Retained recourse on small business obligations sold with RCFD A250 RCFD B669 RCFD B670 RCFD B671 RCFD B672 RCFD B673 recourse ...... 0 1.00 0 0 0 0 0 49. 50. Retained recourse on financial assets sold with low-level RCFD 1727 RCFD 2243 RCFD B674 recourse ...... 0 12.50* 0 0 50. 51. All other financial assets sold RCFD B675 RCFD B676 RCFD B677 RCFD B678 RCFD B679 RCFD B680 with recourse . 1,164,686 1.00 1,164,686 0 0 45,016 1,119,670 51. 52. All other off-balance sheet RCFD B681 RCFD B682 RCFD B683 RCFD B684 RCFD B685 RCFD B686 liabilities... 0 1.00 0 0 0 0 0 52. 53. Unused commitments with an original maturity exceeding RCFD 3833 RCFD B687 RCFD B688 RCFD B689 RCFD B690 RCFD B691 one year ..... 3,958,204 0.50 1,979,102 0 0 0 1,979,102 53. 54. Derivative RCFD A167 RCFD B693 RCFD B694 RCFD B695 contracts .... 135,940 0 75,891 60,049 54.
---------- * Or institution-specific factor. If your institution uses a different conversion factor, overwrite 12.50 above. (1) Column A multiplied by credit conversion factor. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-24 Schedule RC-R - Continued 34
(Column C) (Column D) (Column E) (Column F) -------------- -------------- -------------- -------------- Allocation by Risk Weight Category --------------------------------------------------------------- 0% 20% 50% 100% -------------- -------------- -------------- --------------- Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou ------------------------------------------------------ -------------- -------------- -------------- --------------- Totals 55. Total assets, derivatives, and off-balance sheet items by risk weight category (for each RCFD B696 RCFD B697 RCFD B698 RCFD B699 column, sum of items 43 through 54)................ 273,069 3,405,917 2,345,090 25,459,094 55. 56. Risk weight factor................................. x 0% x 20% x 50% x 100% 56. 57. Risk-weighted assets by risk weight category RCFD B700 RCFD B701 RCFD B702 RCFD B703 (for each column, item 55 multiplied by item 56)... 0 681,183 1,172,545 25,459,094 57. RCFD 1651 58. Market risk equivalent assets...................... 0 58. 59. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (sum of item 57, columns C RCFD B704 through F, and item 58)............................ 27,312,822 59. RCFD A222 60. LESS: Excess allowance for loan and lease losses.. 9,723 60. RCFD 3128 61. LESS: Allocated transfer risk reserve............. 0 61. 62. Total risk-weighted assets (item 59 minus items 60 RCFD A223 and 61)........................................... 27,303,099 62.
Memoranda
Dollar Amounts in Thousands RCFD Tril Bil Mil Thou ------------------------------------------------------------------------------------ ---------------------------------- 1. Current credit exposure across all derivative contracts covered by the risk- based capital standards....................................................... 8764 95,095 M.1.
With a remaining maturity of ---------------------------------------------------------------------- (Column A) (Column B) (Column C) One year or less Over one year Over five years through five years ----------------------------------------------------------------------- RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou ----------------------------------------------------------------------- 2. Notional principal amounts of derivative contracts:(1) a. Interest rate contracts................... 3809 3,626,889 8766 2,045,078 8767 1,872,541 M.2.a. b. Foreign exchange contracts................ 3812 79,850 8769 34,650 8770 0 M.2.b. c. Gold contracts............................ 8771 0 8772 0 8773 0 M.2.c. d. Other precious metals contracts........... 8774 0 8775 0 8776 0 M.2.d. e. Other commodity contracts................. 8777 0 8778 0 8779 0 M.2.e. f. Equity derivative contracts............... A000 0 A001 0 A002 0 M.2.f.
---------------- (1) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts. FFIEC 031 Page RC-25 35 7/30/2001 - The Huntington National B-Certificate Number 06560 SCHEDULE RC-S - SECURITIZATION AND ASSET SALE ACTIVITIES ALL OF SCHEDULE RC-S IS TO BE COMPLETED BEGINNING JUNE 30, 2001.
(Column A) (Column B) (Column C) (Column D) 1 - 4 Family Home Credit Residential Equity Card Auto Loans Lines Receivables Loans ---------------- ---------------- ---------------- ---------------- Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou ---------------- ---------------- ---------------- ---------------- BANK SECURITIZATION ACTIVITIES 1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit RCFD B705 RCFD B706 RCFD B707 RCFD B708 enhancements.................................. 0 0 0 1,298,807 2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1 in the form of: a. Retained interest-only strips (included in Schedules RC-B or RC-F or in RCFD B712 RCFD B713 RCFD B714 RCFD B715 Schedule RC, item 5)...................... 0 0 0 138,412 b. Standby letters of credit, subordinated RCFD B719 RCFD B720 RCFD B721 RCFD B722 securities, and other enhancements......... 0 0 0 0 3. Reporting bank's unused commitments to provide liquidity to structures reported in RCFD B726 RCFD B727 RCFD B728 RCFD B729 item 1........................................ 0 0 0 0 4. Past due loan amounts included in item 1: RCFD B733 RCFD B734 RCFD B735 RCFD B736 a. 30-89 days past due........................ 0 0 0 30,005 RCFD B740 RCFD B741 RCFD B742 RCFD B743 b. 90 days or more past due................... 0 0 0 5,203 5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): RIAD B747 RIAD B748 RIAD B749 RIAD B750 a. Charge-offs................................ 0 0 0 19,888 RIAD B754 RIAD B755 RIAD B756 RIAD B757 b. Recoveries................................. 0 0 0 8,497
(Column E) (Column F) (Column G) Other Commercial All Other Consumer & Industrial Loans and Loans Loans All Leases ----------------- ---------------- ---------------- Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou ----------------- ---------------- ---------------- BANK SECURITIZATION ACTIVITIES 1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit RCFD B709 RCFD B710 RCFD B711 enhancements.................................. 0 0 0 1. 2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1 in the form of: a. Retained interest-only strips (included in Schedules RC-B or RC-F or in Schedule RCFD B716 RCFD B717 RCFD B718 RC, item 5)................................ 0 0 0 2.a. b. Standby letters of credit, subordinated RCFD B723 RCFD B724 RCFD B725 securities, and other enhancements......... 0 0 0 2.b. 3. Reporting bank's unused commitments to provide RCFD B730 RCFD B731 RCFD B732 liquidity to structures reported in item 1.... 0 0 0 3. 4. Past due loan amounts included in item 1: RCFD B737 RCFD B738 RCFD B739 a. 30-89 days past due........................ 0 0 0 4.a. RCFD B744 RCFD B745 RCFD B746 b. 90 days or more past due................... 0 0 0 4.b. 5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): RIAD B751 RIAD B752 RIAD B753 a. Charge-offs................................ 0 0 0 5.a. RIAD B758 RIAD B759 RIAD B760 b. Recoveries................................. 0 0 0 5.b.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-26 Schedule RC-S - Continued 36 (Column A) (Column B) (Column C) (Column D) (Column E) 1-4 Family Home Credit Auto Other Residential Equity Card Loans Consumer Loans Lines Receivables Loans -------------- -------------- -------------- -------------- -------------- Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------------- 6. Amount of ownership (or seller's) interests carried as: a. Securities (included in Schedule RC-B or in RCFD B761 RCFD B762 Schedule RC, item 5)............... 0 0 b. Loans RCFD B500 RCFD B501 (included in Schedule RC-C)........ 0 0 7. Past due loan amounts included in interests reported in item 6.a: RCFD B764 RCFD B765 a. 30 - 89 days past due.............. 0 0 RCFD B767 RCFD B768 b. 90 days or more past due........... 0 0 8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date): RIAD B770 RIAD B771 a. Charge-offs........................ 0 0 RIAD B773 RIAD B774 b. Recoveries......................... 0 0 FOR SECURITIZATION FACILITIES SPONSORED BY OR OTHERWISE ESTABLISHED BY OTHER INSTITUTIONS 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions' securitization structures in the form of standby letters of credit, purchased subordinated securities, and RCFD B776 RCFD B777 RCFD B778 RCFD B779 RCFD B780 other enhancements................... 0 0 0 0 0 10. Reporting bank's unused commitments to provide liquidity to other institutions' securitization RCFD B783 RCFD B784 RCFD B785 RCFD B786 RCFD B787 structures........................... 0 0 0 0 0
(Column F) (Column G) Commercial All Other & Industrial Loans and Loans All Leases -------------- -------------- Dollar Amounts in Thousands Bil Mil Thou Bil Mil Thou --------------------------------------------------------------------------- 6. Amount of ownership (or seller's) interests carried as: a. Securities (included in Schedule RC-B or in RCFD B763 Schedule RC, item 5)............... 0 6.a. b. Loans RCFD B502 (included in Schedule RC-C)........ 0 6.b. 7. Past due loan amounts included in interests reported in item 6a.: RCFD B766 a. 30 - 89 days past due.............. 0 7.a. RCFD B769 b. 90 days or more past due........... 0 7.b. 8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date): RIAD B772 a. Charge-offs........................ 0 8.a. RIAD B775 b. Recoveries......................... 0 8.b. FOR SECURITIZATION FACILITIES SPONSORED BY OR OTHERWISE ESTABLISHED BY OTHER INSTITUTIONS 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions' securitization structures in the form of standby letters of credit, purchased subordinated securities, and RCFD B781 RCFD B782 other enhancements................ 0 0 9. 10. Reporting bank's unused commitments RCFD B788 RCFD B789 to provide liquidity to other institutions' securitization structures........................ 0 0 10.
FFIEC 031 7/30/2001 - The Huntington National B - Certificate Number 06560 Page RC-27 37 Schedule RC-S - Continued
(Column A) (Column B) (Column C) (Column D) (Column E) (Column F) (Column G) 1-4 Family Home Credit Auto Other Commercial All Other Residential Equity Card Loans Consumer & Industrial Loans and Loans Lines Receivables Loans Loans All Leases ------------ ------------- ------------ ------------ ------------ ------------ ------------ Dollar Amounts in Thousands Bil Mil Thou Bill Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou Bil Mil Thou -------------------------------- ------------ ------------- ------------ ------------ ------------ ------------ ------------ BANK ASSET SALES 11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting RCFD B790 RCFD B791 RCFD B792 RCFD B793 RCFD B794 RCFD B795 RCFD B796 bank ...................... 0 0 0 0 0 0 0 11. 12. Maximum amount of credit exposure arising from recourse or other seller- provided credit enhancements provided to assets reported RCFD B797 RCFD B798 RCFD B799 RCFD B800 RCFD B801 RCFD B802 RCFD B803 12. in item 11 ................ 0 0 0 0 0 0 0
MEMORANDUM ITEMS 1, 2 AND 3 ARE TO BE COMPLETED BEGINNING JUNE 30, 2001.
Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou --------------------------------------------------------------------------------------------- ----------------------- 1. Small business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994: a. Outstanding principal balance ......................................................... A249 0 M.1.a. b. Amount of retained recourse on these obligations as of the report date ................ A250 0 M.1.b. 2. Outstanding principal balance of assets serviced for others: a. 1-4 family residential mortgages serviced with recourse or other sevicer-provided credit enhancements ................................................................... B804 45,016 M.2.a. b. 1-4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements ................................................................... B805 4,887,592 M.2.b. c. Other financial assets (1) ............................................................ A591 1,298,807 M.2.c. 3. Asset-backed commercial paper conduits: a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: (1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company ... B806 0 M.3.a.(1) (2) Conduits sponsored by other unrelated institutions ................................ B807 0 M.3.a.(2) b. Unused commitments to provide liquidity to conduit structures: (1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company ... B808 0 M.3.b.(1) (2) Conduits sponsored by other unrelated institutions ................................ B809 0 M.3.b.(2)
-------------- (1) Memorandum item 2.c is to be completed beginning June 30, 2001, if the principal balance of other financial assets serviced for others is more than $10 million. 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-28 Schedule RC-T - Fiduciary and Related Services [38] SCHEDULE RC-T IS TO BE COMPLETED BEGINNING DECEMBER 31, 2001. ITEMS 12 THROUGH 23 AND MEMORANDUM ITEM 4 WILL NOT BE MADE AVAILABLE TO THE PUBLIC ON AN INDIVIDUAL INSTITUTION BASIS. RCFD (Y/N) 1. Does the institution have fiduciary powers? (enter "Y" for YES or "N" for NO) ..................... A345 N/A 1. (If "NO," do not complete Schedule RC-T.) 2. Does the institution exercise the fiduciary powers it has been granted? (enter "Y" for YES or RCFD (Y/N) "N" for NO) ....................................................................................... A346 N/A 2. 3. Does the institution have any fiduciary or related activity (in the form of assets or accounts) to report in this schedule? (enter "Y" for YES or "N" for NO) (if "NO," do not complete the rest RCFD (Y/N) of Schedule RC-T.) ............................................................................... B867 N/A 3.
If the answer to item 3 is "YES," complete the applicable items of Schedule RC-T, as follows: Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceding calendar year must complete: - Items 4 through 19.a quarterly, - Items 20 through 23 annually with the December report, and - Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: - Items 4 through 23 annually with the December report, and - Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: - Items 4 through 11 annually with the December report, and - Memorandum items 1 through 3 annually with the December report.
--------------------------------------------- ----------------------------------------- (Column A) (Column B) (Column C) (Column D) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts ---------------------- -------------------- -------------------- --------------------- Dollar Amounts in Thousands Tril Bil Mil Thou Tril Bil Mil Thou ---- --- --- ---- ---- --- --- ---- FIDUCIARY AND RELATED ASSETS RCFD B868 RCFD B869 RCFD B870 RCFD B871 4. Personal trust and agency accounts .................. N/A N/A N/A N/A 4. 5. Retirement related trust and agency accounts: a. Employee benefit - RCFD B872 RCFD B873 RCFD B874 RCFD B875 defined contribution.... N/A N/A N/A N/A 5.a. b. Employee benefit - RCFD B876 RCFD B877 RCFD B878 RCFD B879 defined benefit ........ N/A N/A N/A N/A 5.b. RCFD B880 RCFD B881 RCFD B882 RCFD B883 c. Other retirement accounts ............... N/A N/A N/A N/A 5.c. RCFD B884 RCFD B885 RCFD C001 RCFD C002 6. Corporate trust and agency accounts .................. N/A N/A N/A N/A 6. RCFD B886 RCFD B888 7. Investment management agency accounts ........... N/A N/A 7. RCFD B890 RCFD B891 RCFD B892 RCFD B893 8. Other fiduciary accounts... N/A N/A N/A N/A 8.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-29 39 Schedule RC-T -- Continued
(Column C) (Column D) (Column A) (Column B) Number of Number of Managed Non-Managed Managed Non-Managed Assets Assets Accounts Accounts ------ ------ -------- -------- Dollar Amounts in Thousands Tril Bil Mil Thou Tril Bil Mil Thou ------------------------------------------------------------------------------------------- FIDUCIARY AND RELATED ASSETS -- Continued 9. Total fiduciary accounts RCFD B894 RCFD B895 RCFD B896 RCFD B897 (sum of items 4 through 8).................. N/A N/A N/A N/A 9. RCFD B898 RCFD B899 10. Custody and safekeeping accounts........... N/A N/A 10. 11. Fiduciary accounts held in foreign RCFN B900 RCFN B901 RCFN B902 RCFN B903 offices (included in items 9 and 10)....... N/A N/A N/A N/A 11.
Dollar Amounts in Thousands RIAD Bil Mil Thou ------------------------------------------------------------------------------------------------------------------ FIDUCIARY AND RELATED SERVICES INCOME 12. Personal trust and agency accounts........................ B904 N/A 12. 13. Retirement related trust and agency accounts: a. Employee benefit - defined contribution................ B905 N/A 13.a. b. Employee benefit - defined benefit..................... B906 N/A 13.b. c. Other retirement accounts.............................. B907 N/A 13.c. 14. Corporate trust and agency accounts....................... A479 N/A 14. 15. Investment management agency accounts..................... B908 N/A 15. 16. Other fiduciary accounts.................................. A480 N/A 16. 17. Custody and safekeeping accounts.......................... B909 N/A 17. 18. Other fiduciary and related services income............... B910 N/A 18. 19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule R1, item 5.a)................................................. 4070 N/A 19. a. Fiduciary and related services income - foreign offices (included in item 19).......................... B912 N/A 19.a. 20. Less: Expenses............................................ C058 N/A 20. 21. Less: Net losses from fiduciary and related services...... A488 N/A 21. 22. Plus: Intracompany income credits for fiduciary and related services.................................... B911 N/A 22. 23. Net fiduciary and related services income................. A491 N/A 23.
Memoranda
Managed Assets ------------------------------------------ Dollar Amounts in Thousands RCFD Bil Mil Thou -------------------------------------------------------------------------------------------------------------------- 1. Managed assets held in personal trust and agency accounts: a. Noninterest-bearing deposits........................................ B913 N/A M.1.a. b. Interest-bearing deposits........................................... B914 N/A M.1.b. c. U.S. Treasury and U.S. Government agency obligations................ B915 N/A M.1.c. d. State, county, and municipal obligations............................ B916 N/A M.1.d. e. Money market mutual funds........................................... B917 N/A M.1.e. f. Other short-term obligations........................................ B918 N/A M.1.f. g. Other notes and bonds............................................... B919 N/A M.1.g. h. Common and preferred stocks......................................... B920 N/A M.1.h. i. Real estate mortgages............................................... B921 N/A M.1.i. j. Real estate......................................................... B922 N/A M.1.j. k. Miscellaneous assets................................................ B923 N/A M.1.k. l. Total managed assets held in personal trust and agency accounts (sum of Memorandum items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A)............................................. B868 N/A M.1.l.
7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-30 Schedule RC-T - Continued /40/
(Column A) (Column B) Memoranda - Continued Number of Principal Amount Issues Outstanding --------------------------------- Dollar Amounts in Thousands RCFD Tril Bil Mil Thou ----------------------------------------------------------------------------------------------------------------- 2. Corporate trust and agency accounts: RCFD B928 a. Corporate and municipal trusteeships .....................................B927 N/A N/A M.2.a. b. Transfer agent, registrar, paying agent, and other corporate agency ......B929 N/A M.2.b.
(Column A) (Column B) Number of Market Values of Funds Fund Assets --------------------------------- Dollar Amounts in Thousands RCFD RCFD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------- 3. Collective investments funds and common trust funds: a. Domestic equity ..........................................................B931 N/A B932 N/A M.3.a. b. International/Global equity ..............................................B933 N/A B934 N/A M.3.b. c. Stock/Bond blend .........................................................B935 N/A B936 N/A M.3.c. d. Taxable bond .............................................................B937 N/A B938 N/A M.3.d. e. Municipal bond ...........................................................B939 N/A B940 N/A M.3.e. f. Short term investments/Money market ......................................B941 N/A B942 N/A M.3.f. g. Specialty/Other ..........................................................B943 N/A B944 N/A M.3.g. h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) .....................................................................B945 N/A B946 N/A M.3.h.
(Column A) (Column B) (Column C) Gross Losses Gross Losses Recoveries Managed Non-Managed Accounts Accounts ----------------------------------------------- Dollar Amounts in Thousands RIAD Mil Thou RIAD Mil Thou RIAD Mil Thou ----------------------------------------------------------------------------------------------------------------- 4. Fiduciary settlements, surcharges, and other losses: a. Personal trust and agency accounts .........................B947 N/A B948 N/A B949 N/A M.4.a. b. Retirement related trust and agency accounts ...............B950 N/A B951 N/A B952 N/A M.4.b. c. Investment management agency accounts ......................B953 N/A B954 N/A B955 N/A M.4.c. d. Other fiduciary accounts and related services...............B956 N/A B957 N/A B958 N/A M.4.d. e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 21).....................................B959 N/A B960 N/A B961 N/A M.4.e.
Person to whom questions about Schedule RC-T - Fiduciary and Related Services should be directed: N/A -------------------------------------------------------------------------- Name and Title (TEXT B962) N/A -------------------------------------------------------------------------- E-mail Address (TEXT B926) N/A N/A --------------------------------- ------------------------------------- Telephone: Area code/phone FAX: Area code/phone number number/extension (TEXT B964) (TEXT B963) 7/30/2001 - The Huntington National B - Certificate Number 06560 FFIEC 031 Page RC-31 41 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at close of business on June 30, 2001 ------------- The Huntington National B Columbus ,OH ---------------------------------- -------------- --------- Legal Title of Bank City State The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However,the information reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment" box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as "No statement,""Not applicable,""N/A,""No comment," and "None." The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby altests to its accuracy. If, subsequent to the original submission, material changes are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK. ------------------------------------------------------------------------------- BANK MANAGEMENT STATEMENT (Either enter text in the field below or skip and leave blank for "No comment"): (TEXT 6980) -------------------------------------- ----------------- Signature of Executive Officer of Bank Date of Signature 7/27/2001 - The Huntington National B - Certificate Number 06560 42 THIS PAGE IS TO BE COMPLETED BY ALL BANKS -------------------------------- OMB No. For OCC: 1557-0081 NAME AND ADDRESS OF BANK OMB NO. FOR FDIC: 3064-0052 OMB No. for Federal Reserve: 7100-0036 -------------------------------- Expiration Date: 3/31/2004 The Huntington National B -------------------------------- SPECIAL REPORT 41 South High Street (Dollar Amounts in Thousands) ----------------------------------- -------------------------------- CLOSE OF BUSINESS DATE Columbus, OH 43215 June 30, 2001 FDIC Certificate Number 0 6 5 6 0 LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date) The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to their executive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert "none" against subitem (a). (Exclude the first $15,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. a. Number of loans made to executive officers since the previous Call Report date.............................................. RCFD 3561 0a. b. Total dollar amount of above loans (in thousands of dollars).. RCFD 3562 0b. c. Range of interest charged on above loans (example: 9 3/4% = 9.75).............. RCFD 7701 0.00% to RCFD 7702 0.00% c. -------------------------------------------------------- SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year) /s/ John D. Van Fleet July 30, 2001 -------------------------- -------------------- FDIC 8040/53 (3-01)