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FINANCIAL CODE OF ETHICS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
Adopted February 18, 2003
Revised April 19, 2005
Huntington Bancshares Incorporated has adopted a Code of Business Conduct
and Ethics applicable to all directors and associates of Huntington Bancshares
Incorporated and its affiliates (the "Company"). The Chief Executive
Officer and the Chief Financial Officer, Corporate Controller and Principal
Accounting Officer (the "senior financial officers") are bound
by the provisions set forth therein relating to ethical conduct, conflicts
of interest and compliance with law. In addition to the Code of Business
Conduct and Ethics, the Chief Executive Officer and senior financial officers
are subject to the following additional specific policies:
1. The Chief Executive Officer and all senior financial officers are responsible
for full, fair, accurate, timely and understandable disclosure in the
periodic reports required to be filed by the Company with the Securities
and Exchange Commission, the Federal Reserve, the Federal Deposit Insurance
Corporation and the Office of the Comptroller of the Currency. 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 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.
Information properly requested by counsel, independent auditors and
supervisory agencies should be furnished completely and accurately.
2. It is the responsibility of the Chief Executive Officer and each
senior financial officer promptly to bring to the attention of the Disclosure
Review Committee any material information of which he or she may become
aware that affects the disclosures made by the Company in its public filings
or otherwise assist the Disclosure Review Committee in fulfilling its
responsibilities as specified in the Company's Disclosure Controls and
Procedures policy.
3. The Chief Executive Officer and each senior financial officer shall
promptly bring to the attention of the Disclosure Review Committee and
the Audit Committee any information he or she may have concerning (a)
significant deficiencies in the design or operation of internal controls
which could adversely affect the Company's ability to record, process
summarize and report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role
in the Company's financial reporting, disclosures or internal controls.
4. The Chief Executive Officer and each senior officer shall promptly
bring to the attention of the General Counsel or the Chief Executive Officer
and to the Audit Committee any information he or she may have concerning
any actual or apparent conflicts of interest between personal and professional
relationships, involving any management or other employees who have a
significant role in the Company's financial reporting, disclosures or
internal controls.
5. The Chief Executive Officer and each senior financial officer shall
promptly bring to the attention of the General Counsel or the CEO and
to the Audit committee any information he or she may have concerning evidence
of a material violation of the securities or other laws, rules or regulations
applicable to the Company and the operation of its business, by the Company
or any agent thereof.
6. The Board of Directors shall determine, or designate appropriate persons
to determine, appropriate actions to be take in the event of violations
of these procedures by the Chief Executive Officer and the Company's senior
financial officers. Such actions shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to the spirit of
all laws, rules and regulations applicable to the Company and to these
additional procedures. In the event of a failure to adhere to the policies,
actions may include, among items: written notices to the individual involved
that the Board has determined that there has been a violation, censure
by the Board, demotion or re-assignment of the individual involved, suspension
with or without pay or benefits (as determined by the Board) and termination
of the individual's employment. In determining what action is appropriate
in a particular case, the Board of Directors or such designee shall taken
into account all relevant information, including the nature and severity
of the violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior
to the violation as to the proper course of action and whether or not
the individual in question had committed other violations in the past.
7. Waiver of this Code of Ethics may be made only by the Audit Committee
and reported to the Board of Directors and will be promptly disclosed
as required by law or stock exchange regulation.
Equal Housing Lender.
®, Huntington®, and A bank invested in people®
are federally registered service marks of Huntington Bancshares Incorporated.
