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HUNTINGTON BANCSHARES INCORPORATED

CODE OF BUSINESS CONDUCT AND ETHICS

Adopted January 14, 2003
as Amended through October 15, 2007

Introduction

We are committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside Huntington. The Code reflects the values that define Huntington and the principle that we must strive to avoid any circumstances that may give rise to even an appearance of impropriety. All associates must comply with this Code. Members of the Boards of Directors of Huntington and its affiliates are also bound by this Code where applicable.

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all associates of Huntington.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code.

Those who violate the standards in this Code will be subject to disciplinary action, including dismissal. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Exhibit A of this Code.

Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which Huntington's ethical standards are built. All associates must respect and obey the laws of the cities, states and countries in which we operate. Although not all associates are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

Common sense, good judgment, courtesy and respect for others are the best guidelines when it comes to conduct.

All associates are required to be covered by Huntington's fidelity bond. An associate may not continue employment if he or she becomes ineligible for this coverage.

As a federally insured bank, Huntington is prohibited from employing an individual who has been convicted of an offense involving dishonesty or breach of trust. If an associate is charged with or convicted of an offense involving dishonesty, breach of trust or a serious impropriety while employed at Huntington, that associate is required to report the charge or conviction to his or her Manager, Human Resources, or the General Counsel.  A charge or conviction of an offense involving dishonesty, breach of trust or a serious impropriety while employed at Huntington may result in an associate’s employment being suspended or terminated.

Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of Huntington. A conflict situation can arise when an associate takes actions or has interests that may make it difficult to perform his or her Huntington work objectively and effectively. Conflicts of interest may also arise when an associate, or member of his or her family, receives improper personal benefits as a result of his or her position with Huntington.

• If you have loan authority, you may not extend credit, or supervise or direct others in the extension of credit, to relatives or to companies in which you or a member of your immediate family (spouse, domestic partner, parent, grandparent, grandchild, child, brother, sister, in-law, niece, nephew, aunt, uncle, cousin or step relation or legal guardian) has an interest as an investor (other than of publicly traded corporations) director, officer, controlling person or partner.
• Except for services and benefits for which you are eligible as an associate or director, you may not purchase or make use of any Huntington property, service or profit opportunity not otherwise available to the general public.
• Because of potential conflicts, Huntington associates may not accept an appointment as an officer or director of a publicly held business unless Huntington’s Chief Executive Officer approves the appointment in advance.
• Because of potential conflicts, individuals seeking to run for national, state-wide, or city-wide compensated elected office must first obtain approval from Huntington’s Chief Executive Officer. 
• In your relationships with suppliers you may not purchase goods or services that result in direct or indirect compensation to you or a member of your family.
• While you are employed by Huntington you may not work for or consult with any competitor.
• You are encouraged to participate in business, trade, professional and non-profit associations in the community in which you serve. However, because certain activities involve burdensome time commitments, your department or division manager should be kept informed of your affiliations.
• If you already have or acquire any license to broker securities during your Huntington employment and are not required to use your license as part of your normal job responsibilities, Huntington cannot list your license to broker securities as an active license with the National Association of Securities Dealers (NASD).  NASD guidelines strictly prohibit the “parking” of securities licenses.

The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.

Insider Trading

Associates who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other personal purpose. All nonpublic information about Huntington and its customers should be considered confidential information. To use nonpublic information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions about the insider trading restrictions, please consult the Legal Department.

Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present associates of other companies is prohibited. Each associate should endeavor to respect the rights of and deal fairly with Huntington’s customers, suppliers, competitors and associates. No associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

Except for bona fide loan syndications or other mutual ventures permitted by law, you may not discuss or enter into arrangements with Huntington competitors concerning interest rates, pricing, marketing or other aspects of offering services to customers.

Participation in trade associations and other professional organizations is encouraged for legitimate purposes, including the advocacy of policies and governmental action favorable to Huntington’s interests.

Except for established pricing for packages of services, you may not extend credit; lease, purchase or sell property; provide services; or vary interest rates or prices on the condition that the customer:

• Acquire some additional credit, property or service from Huntington;
• Provide some additional service to Huntington; or
• Not obtain some other service from a competitor of Huntington.

Gifts and Entertainment

The Bank Bribery Amendments Act of 1985 forbids associates from soliciting for themselves or a third party anything of value from anyone in return for any business, service or confidential information of Huntington or from accepting anything of value from a vendor, supplier or customer in connection with the business of Huntington, with the intention of being influenced or rewarded in connection with any business transactions. The laws can apply to the giver as well as the receiver, and convictions can result in substantial fines and prison terms.

To help you avoid potential violations or the appearance of impropriety, Huntington has developed the following policies regarding gifts and entertainment. Associates who can influence vendor selection or contract negotiations should avoid acceptance of gifts, favors or entertainment during contract negotiations. 

Associates and members of their families should not accept gifts, entertainment or favors from customers, prospective customers, suppliers or other associates. Limited exceptions are permissible, however, when the gift or entertainment is not offered or accepted as an inducement to entering into or continuing any business transaction, or to influence a decision or action of Huntington.  Therefore, subject to the foregoing exception, associates may accept entertainment or a gift when it is:

• lawful and ethical;
• infrequent; and
• customary and reasonable in value.

Examples include:

• Gifts or favors based on family or personal relationships when the personal relationship, rather than the business relationship, is the motivating factor;
• Advertising or promotional items of reasonable value;
• Non-monetary gifts of nominal value related to commonly recognized events or occasions such as weddings, holidays, or the birth or adoption of a child; and
• Civic, charitable, educational or religious awards for recognition of service and accomplishment.

Air travel and overnight accommodations may not be accepted in connection with entertainment. If overnight accommodations are provided in connection with entertainment, an associate may use the accommodations and reimburse the host for the cost of the accommodations.

Associates occasionally may accept gifts of nominal value (generally valued at less than $100).

Gifts of greater than nominal value generally should be politely declined and returned to the sender in a timely manner.

In exceptional circumstances, however, a gift of greater than nominal value may be accepted if the gift meets the requirements listed above and acceptance of the gift has been:

• approved by the associate’s supervisor; and
• reported to the General Counsel.

In the rare circumstance where it would be awkward to return a gift received that would be in violation of this policy, the gift should be handed over to the General Counsel for appropriate disposition.

Associates may not accept loans (except as private individuals from banks or other financial institutions on terms generally available to the public) or discounts (except those offered to associates of Huntington generally).

Associates may not give to or receive gifts of cash from other associates, and they may not share bonus or incentive payments with other associates. Associates may give each other non-monetary gifts of nominal value for things such as extraordinary performance, unusual hours worked, or commonly recognized events or occasions, such as weddings, holidays, or the birth or adoption of a child.

Associates may accept reasonable business expenses such as meals, accommodations or entertainment of reasonable value when the purpose is to hold bona fide business discussions and the expense would be paid by Huntington if not paid by another party.

Huntington expense accounts, which may include the use of a corporate credit card, should be considered a privilege. Huntington pays the reasonable costs of travel and entertainment of customers when these activities are required to carry out corporate business.  In turn associates must observe Huntington’s reimbursement procedure.  Use of a corporate credit card for personal expenses could result in the loss of the corporate credit card and/or subject you to performance improvement action, up to and including termination.

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or associate of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Huntington’s Legal Department can provide guidance to you in this area.

If you are in doubt, disclose your situation to your supervisor or the General Counsel and seek appropriate guidance.

Employment Practices

Employment Discrimination
The diversity of Huntington’s associates is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination of any kind.

Harassment
It is Huntington’s policy to provide a professional, safe, healthy and productive work environment, where all people are treated with dignity and respect. Types of unlawful harassment include, but are not limited to, sexual harassment and harassment on the basis of race, gender, sex, sexual orientation, national origin, disability, age, and religion. Harassment for any reason is strictly prohibited.

Hostile Behavior
As part of Huntington’s commitment to strive to provide a professional, safe, healthy and productive work environment, where all individuals are treated with dignity and respect, hostile behavior is strictly prohibited in the workplace. Hostile behavior is verbal or physical conduct that, in Huntington’s judgment, a reasonable person would consider to be abusive, harassing, intimidating, disruptive, violent or threatening to persons or property, or conduct that actually causes harm to any person or property.

Additional Restrictions:

• No benefits, privileges or right of employment or advancement may be offered, given or denied to obtain any personal benefit or favor from another Huntington associate or applicant.
• You may not divulge information in any personnel file to anyone, unless the other person has a proper purpose and a need to know such information.
• You may not access information in an account or personnel file unless the duties associated with your position require you to do so.

Record-Keeping and Internal Controls

Huntington requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Expense Reporting
Many associates regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

Reporting to Shareholders
Huntington is publicly owned. Information about our financial position, results of operations and business affairs is made available to the public from time to time for the benefit of investors. For this reason, information must be kept accurately, and its disclosure must be complete and made in a manner so that it is available to all investors equally.

• All entries to accounting records must be prepared accurately, timely and be consistent with the highest standards of accounting practice.
• No incomplete, false or artificial entries may be made in any books or records of Huntington.
• All transactions must be properly documented, detailing all material provisions.
• No fund, asset or liability of Huntington may be concealed or hidden by any means.
• No payment on behalf of Huntington may be made with the understanding that part or all of it will be used for any purpose other than as described in the supporting documents.
• In preparing shareholder communications, regulatory filings and other reports concerning Huntington, you may be asked to furnish information about your responsibilities with Huntington, your personal background, your financial and business affairs and those of members of your immediate family. You must respond in a timely and accurate way, and, where required or permitted by law, you must be prepared to accept the public disclosure of such matters.
• Information properly requested by Huntington associates, counsel, independent auditors and supervisory agencies should be furnished completely and accurately.

Internal Controls
You must comply with all internal control procedures established by Huntington for the safeguarding of assets and proper reporting and disclosure of financial information.

Internal Communications
Exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies is not allowed in business records and communications. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to Huntington’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Legal Department prior to the destruction of any records.

In accordance with the Gramm-Leach-Bliley Act of 1999, sensitive customer information must not be used or disclosed other than for the intended purpose and must be protected from misuse that could result in identity theft. 

You must maintain the confidentiality of confidential information entrusted to you by Huntington or its customers both while associated with Huntington and afterwards, except when disclosure is authorized by the Legal Department or required by law or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Huntington or its customers, if improperly disclosed.

Similarly, you may not access information in an account or personnel file unless the duties associated with your position require you to do so.   You also may not divulge information in any account or personnel file to anyone, unless the other person has a proper purpose and a need to know such information.  

This includes:

• Any internal information concerning Huntington, such as its business plans, financial information, billing information, sales figures, price lists, general ledgers, balance sheets, marketing strategies, mailing lists and data bases, information relating to existing or future products and services, business partners, vendor or supplier contracts, analytical configurations, consulting reports, site assessments and any other related trade secret or confidential information;
• Listing of existing or potential customer names, addresses or telephone numbers or any financial or transaction statements of those customers or potential customers;
• Information that might impact the investment value or future value of any business enterprise; and
• Information about associate salary, incentive pay, employment dates, job responsibilities or other personnel matters.

Associates responsible for trust investment decisions may not use information collected or kept in connection with commercial banking transactions.

Huntington has established procedures for handling news releases and media inquiries. All inquiries, therefore, should be directed to the Public Relations Department.

Waivers and Investigations

Any request for a waiver of any standard in this Code must be reviewed with and may be granted only by the General Counsel.  All associates should be aware that Huntington generally will not grant such waivers.

Waiver of this Code for executive officers or directors must first be reviewed with the General Counsel and may be granted only by the Board of Directors or an appropriate committee thereof and will be promptly disclosed as required by law or stock exchange regulation.

Government Investigations
Huntington will cooperate fully with any governmental investigation. Any associate who reasonably believes that a government investigation or inquiry may be threatened or under consideration with respect to any of Huntington’s operations or practices (including any outside such associate’s scope of responsibilities) should so notify the Legal Department and provide the basis for such belief. Routine dealings with the government, such as our tax audits and environmental inspections, are not covered by this standard. Huntington may not always be able to protect both its own interests and those of an associate, without giving rise to a conflict of interest. In that case, the associate may need his or her own counsel. Whether Huntington can pay for the associate’s legal expenses will depend on legal or other restrictions and the facts and circumstances of the matter.

Audits; Investigations; Disciplinary Action
Huntington will conduct periodic audits of compliance with this Code. Allegations of potential wrongdoing will be investigated by the proper corporate or departmental personnel and will be reported, as appropriate, to the Board of Directors (or an appropriate committee thereof) and to the relevant authorities. Knowingly false accusations of misconduct will be subject to disciplinary action. All associates are required to cooperate fully and respond honestly and candidly during any internal or external investigation, including those by independent and internal auditors, regulators and attorneys. Associates must also maintain the confidentiality of any investigation and related documentation, unless specifically authorized by the Legal Department to disclose such information. Any person who takes any action whatsoever in retaliation against any associate who has in good faith raised any question or concern about compliance with this Code will be subject to serious sanctions, which may include dismissal. Associates are reminded that Huntington’s document retention policies strictly prohibit the destruction or alteration of documentation undertaken with the intent to obstruct any pending or threatened investigation or proceeding of any nature or in contemplation of a proceeding.

Where to Turn for Advice
Associates who have questions about this Code of Business Conduct and Ethics should turn to their immediate supervisors in the first instance. Huntington’s “open door” policy gives associates the freedom to approach any member of management with ethical questions or concerns without fear of retaliation. Huntington has also established an Ethics Line, which can be accessed by telephone. All associate communications made in good faith will be treated promptly and professionally and without risk of retribution whatsoever.

Administration

This Code of Business Conduct and Ethics will be administered by the General Counsel. Any questions and further information should be directed to this department.

Huntington will make every effort possible to ensure the confidentiality of the source of the information received on the Ethics Line. However, to fulfill Huntington's responsibility to conduct a full and complete investigation, disclosure of the source of the information to individuals with a business need to know may be required.

EXHIBIT A

Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
• Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, consider discussing it with the General Counsel. If that also is not appropriate, call 866- 596-0677, Huntington’s toll-free Ethics Line.
• You may report ethical violations in confidence and without fear of retaliation. Every effort will be made to ensure that your identity is kept confidential, and the source of information will be disclosed only on a need to know basis. Huntington does not permit retaliation of any kind against associates for good faith reports of ethical violations.
• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

If you discover any breaches of the Code, you may report them to your Manager, another member of management, or the Ethics Hot Line (1-866-596-0677).

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