Good afternoon. My name is [Abigail] and I will be your conference operator today. At this time I would like to welcome everyone to the Huntington first quarter earnings call. (Operator Instructions) Mr. Gould, you may begin your conference.

Thank you, [Abigail], and welcome everybody. I am Jay Gould, Director of Investor Relations for Huntington. Copies of the slides we will be reviewing today can be found on our website, Huntington.com. This call is being recorded and will be available as a rebroadcast starting about an hour from the close of the call. Please call the Investor Relations Department at 614-480-5676 for more information on how to access these recordings for playback or should you have difficulty getting a copy of the slides. Slides 2 and 3 note several aspects of the basis of today's presentation. I encourage you to read these, but let me point out one key disclosure. This presentation contains both GAAP and non-GAAP financial measures where we believe it helpful to understanding Huntington's results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure as well as the reconciliation to the comparable GAAP financial measure can be found in the slide presentation and its appendix, in the press release, in the quarterly financial review supplement to today's earnings press release or in the related Form 8-K filed earlier today, all of which can be found on our website. Today's discussion, including the Q&A period, may contain forward-looking statements. Such statements are based on information and assumptions available at this time and are subject to change and risks and uncertainties which may cause actual results to differ materially. We assume no obligation to update such statements, and for a complete discussion of the risks and uncertainties, please refer to this slide, the material filed with the SEC, including our most recent Forms 10-K, 10-Q and 8-K filings. Now turning to today's presentation, as noted on Slide 5 participating today are Steve Steinour, Chairman, President and Chief Executive Officer, Don Kimble, Executive Vice President, Chief Financial Officer, and Tim Barber, Senior Vice President of Credit Risk Management. Also present for the Q&A session is Nick Stanutz, Senior Executive Vice President of Auto Finance and Dealer Services, and Mike Cross, Executive Vice President and Senior Commercial Lending Officer. Let's get started. Steve?

Thank you, Jay. Welcome, everyone. Now that I've been here just a little over 90 days, I think you should know that progress has been made, with much more in process that will set the stage for improved performance for Huntington. I hope that message comes out loud and clear throughout this presentation. Yes, we reported a very large loss for the quarter, but this was due to a non-cash item that had no impact on the key operating dynamics of the company and the key issue of capital. Our regulatory intangible common equity ratio's improved significantly this quarter and our balance sheet has never been more liquid. For the quarter, our pre-tax pre-provision earnings rose 13%. We grew core deposits at a 9% annualized rate and we originated or renewed $4.4 billion in loans. So we are clearly in challenging times and that will continue to be reflected in our credit quality performance, but I believe we are addressing our risks aggressively and proactively and I do not see any blowouts coming from the existing portfolio. More on all of this as we go through the presentation. Let's begin. Turning to Slide 6, I want to begin with a review of the first quarter performance and achievements. Don will follow with a detailed review of first quarter financial performance and comments on investment securities and capital. Tim will update you on credit quality trends. And I will close with my assessment of where we are and what our priorities are for the next 90 days. So turning to Slide 7, as you know, we reported a net loss of $2.4 billion or $6.79 a share, however, we believe a more indicative measure of our first quarter performance was core net income of $6.9 million excluding the impact of three…

Thanks, Steve. Turning to Slide 10, we provide a summary of the earnings for the quarter. Our reported net loss for the quarter was $2.4 billion or $6.79 per common share. However, adjusted for three significant items, our core net income was a positive $6.9 million, with an EPS loss of $0.06 per share. These three significant items were, first, the non-cash $2.6 billion or $7.09 per share goodwill impairment charge. The writedown of this non-earning intangible asset reduced net income but has no impact on tangible common equity, regulatory capital, liquidity or ongoing operations of Huntington. This charge reflects a significant reduction in the stock prices of our common and preferred shares that occurred during the first quarter. With the decline, we updated our impairment test and recognized the $2.6 billion non-cash charge this quarter. We have $452 million of goodwill remaining on our balance sheet. Second, $159 million or a $0.44 per share tax benefit resulting from the Franklin restructuring. And finally, an $0.08 per share one-time negative impact from the converted preferred stock that occurred during the quarter. This one-time negative impact reflects the value of the additional common shares issued to induce the conversion and is not recurring. Slide 11 provides a summary of our quarterly earnings trends. Many of these items will be reused later, so let's move on. On Slide 12 we provide an overview of our pre-tax pre-provision performance metric. We believe this metric is useful in assessing the underlying operating performance. We calculate this metric by starting with pre-tax earnings then including three items - provision for credit losses, security gains and losses, and amortization of intangibles. These three items tend to show greater volatility throughout the economic cycle. Our pre-tax pre-provision income for the first quarter was $225 million, up $25…

Thanks, Don. On an overall basis, our chargeoffs were lower in the first quarter than the fourth quarter of 2008 due to the lower Franklin Credit impact. However, the total loan portfolio continues to be negatively impacted by the sustained economic weakness in our Midwest market. The overall economic slowdown is impacting our commercial portfolio as reflected in the increase in net chargeoffs and non-accrual loans. The impact of the increasing unemployment rate in particular can be seen in our higher residential mortgage delinquencies. On a non-Franklin basis, our commercial losses were higher and our consumer losses were lower compared with the prior quarter. Non-Franklin related C&I loan net chargeoffs were $82.3 million or an annualized 2.55%. The losses were concentrated in smaller loans as a result of the more active portfolio management process utilized throughout the quarter. We are reviewing criticized loans on a monthly basis with a focus on taking action as appropriate. From a geographic standpoint, the C&I net chargeoffs were concentrated in the Greater Cleveland and Akron/Canton regions. The commercial real estate net chargeoffs were $82.8 million or 3.27%. The single family homebuilder segment continued to represent a significant portion of the losses. In the commercial real estate retail segment there was a $15 million loss associated with one project located in the Cleveland market. Combined, these two higher risk segments of the portfolio accounted for over 60% of the losses in the quarter. Aside from the one significant project, the losses were associated with smaller projects, consistent with our very granular portfolio profile. Again, we were especially pleased with the result across our consumer portfolio during the quarter, particularly given the economic environment in our market. Slide 23 represents the loss ratios associated with the portfolio. The commercial net chargeoff ratio increased as discussed while…

Thank you, Tim. Let me share with you my updated expectations about 2009 performance. I'm on Slide 38. First, we do not believe there'll be any significant economic turnaround this year and as a result we anticipate the net chargeoff levels as well as provision expense will remain elevated. Second, our net interest margin may experience modest pressure from the first quarter's 2.97% level, although we're taking significant actions to respond to that. Third, we will remain intensely focused on continuing to grow our core deposits. Deposit pricing is expected to remain competitive, but we expect to achieve this growth through improved sales and service execution and, quite frankly, a much stronger focus going forward on deposits. Loan originations are expected to remain strong given the low absolute level of interest rates. Fee income performance is likely to mirror that of the first quarter's strong performance in mortgage banking, brokerage and insurance, and with challenges in deposit service charges and trust income related to market valuations and conditions. Expenses will remain well controlled and, as noted earlier, we expect to exceed our $100 million expense save target for this year. Lastly, given the recent focus on tangible common equity, at yesterday's Board meeting the Board approved a discretionary equity issuance program and under this program we may issue up to $100 million of common equity going forward. Slide 39 is my report card to you for the first 90 days. I won't go into that. It's been an energizing 90 days, a terrific time here in the company. We've got a lot that's been accomplished and certainly a lot more under way. Slide 40, some important messages that we hope you and other investors will understand and take away. First, we think we've fully addressed Franklin. I don't plan on…

(Operator Instructions) Your first question comes from Ken Zerbe - Morgan Stanley.

I guess my first question is regarding the $100 million discretionary equity offering. Do you guys have any internal stock price minimums where you would not want to issue shares because either the dilution or the capital impact would just not be worth it?

I think one thing we want to point is that in the first quarter we did improve our TCE and we did it opportunistically, and so if you take a look at the conversion of the preferred, the incremental TCE that we picked up per share was $4.60 a share and that compared to an average stock price of $1.85 a share. So we think that we've shown an interest in making sure that we don't do things that are going to be dilutive to our common shareholders anymore than what we absolutely have to. And so that's why we like the structure that we have in place here or will have in place here shortly as far as the discretionary issuance program. It gives us the opportunity to be much more opportunistic and make sure that we're not issuing at inappropriate low levels as far as the stock price. The other governor there is that the issuance is limited to no more than 10% of the common shares outstanding and so that also helps provide some additional control as far as the stock price achieved from that.

So Ken, just to close out, in my mind it's another arrow in the quiver. We may use it if situations look attractive, but we're not feeling compelled to and we felt it was important to get a disclosure out promptly.

The second question is: What do you think's unique about your balance sheet that's leading to further NIM compression from here because a lot of other banks, even those with significant credit problems, are still guiding for NIM expansion in the next couple of quarters.

I think we're just being cautious with you, Ken, quite frankly. We put a lot of on balance sheet liquidity on in the first quarter and that will give us some opportunities as we go into the second quarter and throughout the second half of the year; actions we're taking on the loan portfolio will start to come through. So we're trying to be conservative with our outlook for the year in general and so that's why we made that comment.

Okay, so if you do decide to reduce your liquidity somewhat, we could see some NIM expansion?

That's right or simply if we just shifted to an investment portfolio versus an overnight fed fund.

The last question I had was when you chargeoff loans to go into non-performing, what's the magnitude of the writedown that you're seeing on those? I'm mostly curious about the commercial portfolio.

There's a wide variance, Ken. It would be hard to, without misleading you, give you a generalization here. We've got anywhere from looking at unsecured or essentially unsecured where collateral's been converted by a defalcation with our borrower to fully secured that's cents on the dollar.

Your next question comes from Scott Siefers - Sandler O'Neill & Partners, LP. Scott Siefers - Sandler O'Neill & Partners, LP: I guess, Steve, this question is probably best for you, just to follow up on the capital. Obviously you've been sort of receptive to the amount of significance that the market puts on TCE, but just given what you did last quarter - what you might do this quarter with the discretionary authorization - as you've gone through the last 90 days or so, do you have a sense what an appropriate TCE ratio is at Huntington, How aggressive you would be at getting there quickly versus trying to allow it to build over a period of several quarters?

I don't, Scott. To try to answer you, I don't feel any pressure to get there quickly versus several quarters, to use your analogy. We found some opportunities last quarter. Maybe we'll find some this quarter, I don't know. I feel very good in talking to you and others today about the work that has been done and the ongoing work in the various portfolios. Coming in with no in-depth review left me in a much disadvantaged position when we had the year end earnings call, so with 90 days into it I'm feeling pretty good. We still have a tough cycle to deal with but, again, I don't see any - to use our term - blowouts in the book, and for that reason I don't feel compelled to do anything. I like our Tier 1 being over 11 and I think we're on track in terms of core performance and if we just stay focused and executing good things are going to happen. We'll hit the bottom here I hope soon and then start to - if we're not at it now - and then start what I think will be a sustained and nice recovery. Scott Siefers - Sandler O'Neill & Partners, LP: If I could switch gears a bit, Tim, maybe this question is best for you, but you obviously had a lot of moving parts in the credit metrics this quarter. On the reserve, if we were to X out the Franklin-related reduction on sort of apples-to-apples basis, you did build the reserve with just the dollar amount of the provision versus the non-Franklin chargeoffs of only $213 million. Do you have a sense for potential magnitude of reserve build in coming quarters as we look ahead?

Well, we did build the reserve net of chargeoffs by just under $80 million this quarter, this past quarter. I think we'll probably be in a slight build mode going forward, but there's still a lot up in the air here in our geography. We don't have a lot in Eastern Michigan or Northwest Ohio, but we do have some and so Chrysler and GM and important to us. If what the Feds read on the economy in the second half is accurate - which, by the way, we're not positioning ourselves for, but if it is - then that should be very helpful to us late this year.

Your next question comes from Terry McEvoy - Oppenheimer & Co.. Terry McEvoy - Oppenheimer & Co.: As I look at just second quarter pre-tax pre-provision earnings and take out potentially the MSR hedging gain, so take into account some NIM pressure - I'm not quite sure of the incentive accrual reversals, which helped expenses in the first quarter, if that repeats itself - I'm essentially looking at kind of down sequential pre-tax pre-provision earnings. Would you agree with that conclusion and maybe what are some of the offsets to help that figure in the second quarter?

As far as the MSR, we had an MSR hedging loss last quarter of about $18 million through the fee income line item and that improved about a $3 million net loss for the fee income line, so net quarter-over-quarter we did have an improvement there. Some of that went through fee income and some of it went through margins. So I don't know that I would characterize that as being a gain from MSR; there was an improvement there. And I would say that the core level as far as expected impact for MSR hedging is probably more consistent with what we're experiencing here in the first quarter than what it has in previous quarters. As far as the expenses, you mentioned the incentive reversals from the previous year. Keep in mind, too, that we didn't single out the expense increases associated with the severance for the work force reduction that we had. We had a reduction of over 500 employees during the first quarter and there was a cost there. And so, again, like the MSR, I'd say if we look at the expense levels that we're projecting for salary and benefits I'd say it's much more in line with the base case for where we are in the first quarter as opposed to adjusted for any one-time type of issues. So I think as we look at the core for the first quarter, if you back out the goodwill write-off and back out the tax benefit for the Franklin restructuring, I'd say the core earnings ex provision are pretty much in line with where we think the base case is. I wouldn't say that there's unusual items in there that gave us any artificial lift or enhancement compared to what we'd expect for future quarters. Terry McEvoy - Oppenheimer & Co.: And then the second question, just the reclassification of some CRE loans into C&I, were any of those commercial real estate loans set to refinance, they could not qualify for a commercial real estate credit and as such were moved to C&I, or was 100% of that simply a reclassification like you outlined?

100% reclassification, Terry.

Your next question comes from Anthony Davis - Stifel Nicolaus & Company, Inc.. Anthony Davis - Stifel Nicolaus & Company, Inc.: I guess this should be to Tim. Of the $1.6 billion that you've got in NPLs right now, Tim, I want you to tell us what percentage of those loans are FAS 114s and in a range here perhaps the cumulative mark that you have taken on those loans that are non-accrual from the original book.

Tony, I think the answer to that question is essentially the answer that we gave a little earlier. It varies dramatically across the type of loan in the commercial and commercial real estate world. I don't know right off the type of my head exactly what the number is specifically FAS 114 within the non-accrual. You can see what the overall commercial and commercial real estate numbers are. Mike Cross is here and he might be able to shed a little light on that.

Of the $1.6 billion, all of that went through the 114 impairment analysis that we conduct every month. And Tim and Steve previously commented that the amount of the mark depends upon the deal in general, but any asset that we had in that portfolio that was secured by real estate, the marked-to-market was done based upon a current evaluation or appraisal that we have, so that's the discipline that we have in that regard. Anthony Davis - Stifel Nicolaus & Company, Inc.: While I've got you, the other question I have was the status, I guess, Mike, of the negotiations that's Franklin's having to procure additional servicing contracts. Maybe you could give us some color on the degree or interest, the dialogue you're having now as opposed to prior to the restructuring, and also what it might mean [inaudible] and whether that platform is at some point sold.

Tony, I'll answer you with a non-answer. I would refer you to Franklin Credit to talk about specifics in regards to the opportunities that they have before them. As you know and we have announced beforehand, this structure that we put in place at the end of the first quarter gives them the freedom to have tremendous opportunity and their entry into the cycle right now, I think, the timing is almost perfect. We also, as you know pursuant to our previous disclosure, we have an exciting opportunity in terms of the ability to have them service our portfolio. We're pleased with their performance. We now have flexibility that we didn't have before with the standard creditor-debtor relationship so they have, as Tim previously stated, essentially exceeded our expectations or met our expectations in terms of what they've been able to do with our portfolio. So I think they'll be able to replicate that with other clients if they're lucky enough to get servicing contracts with those folks.

Your next question comes from Mark Lynch - Wellington Management.

I see your average loan yield is down to 4.9%. Your average yield on commercial real estate's down to 3.76% and commercial industrial 4.6%. All those seem pretty low and I'm wondering are there a lot of floors in your portfolio and, as you work through and renegotiate, can you put floors in and how fast can you do that?

We're putting floors in in virtually every deal that's renegotiated, but as a rule we do not have floors in on the commercial real estate book. It's one of the challenges.

And the C&I loans would take, what, two years on average to get it in?

No, I think we're going to see the vast majority of it come through between this first quarter and the next four quarters, so I'd say an effective duration of maybe five quarters.

And on the CRE, if you put in the floors, can they actually pay them or is it kind of a moot point?

Well, it depends on the borrower, obviously. The vast majority are performing so we would expect those floors to have some teeth and they are being reprised on the CRE book as well.

Your next question comes from Greg Ketron - Citigroup.

I had a question on the sustainability or at least your view on the sustainability of the mortgage banking income now we've seen gain on sell margins widen appreciably and whether you thought that could continue or if that was your experience there as well as maybe some views as to whether you feel like you're picking up market share within your marketplace on the mortgage side.

We think it's sustainable certainly for the near term. We do believe we have a share pickup going on of a modest nature and it's actually an area where we're looking at whether we want to make an immediate investment and try and continue to accelerate the share pickup or not.

Did you see gain on sale margins improve significantly as well?

We did see them improve in the first quarter just as a result of the dramatic changes that occurred in the rates during that time period and the significant inflow of the refinance activity.

Then one last question. I know this may be a difficult subject to comment on, but any preliminary views on the Treasury programs that are out there, including the CAP program.

We are following, I think, like most of you what's being offered and as it develops, but we don't have views on any of it and we don't believe we have any need to pursue any of the programs. If we happen to find one that's opportunistic - as you know, we issued under TALF - we might take advantage of it. But in terms of the CAP program or TARP II or anything else, we don't believe we had any need.

This concludes the question-and-answer portion of today's call. I'll now turn the call back to Mr. Gould for any closing remarks.

Thank you, [Abigail], and thank you, everybody, who's shown interest in participating today. If you have follow up questions, please give myself or Jim a call. Thank you so much.

This concludes your conference call for today. You may now disconnect.