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Exhibit 99.(a) AGREEMENT BY AND BETWEEN
HUNTINGTON NATIONAL BANK
COLUMBUS, OHIO
AND
THE OFFICE OF THE COMPTROLLER OF THE CURRENCY Huntington National Bank, Columbus, Ohio (the Bank) and the Comptroller of the Currency of
the United States of America (the Comptroller) wish to protect the interests of the depositors,
other customers, and shareholders of the Bank, and, toward that end, wish the Bank to continue to
operate safely and soundly and in accordance with all applicable laws, rules and regulations. The Comptroller, through his National Bank Examiner, has examined the Bank, and his findings
are contained in the Report of Examination, dated August 31, 2004 (the ROE). In consideration of the above premises, and in consideration of the actions that the Bank has
taken to date to address the matters set forth in the ROE, it is agreed, between the Bank, by and
through its duly elected and acting Board of Directors (the Board), and the Comptroller, through
his authorized representative, that the Bank shall operate at all times in compliance with the
articles of this Agreement. ARTICLE I FORCE AND EFFECT OF AGREEMENT (1) This Agreement shall be construed to be a written agreement entered into with the agency
within the meaning of 12 U.S.C. § 1818(b)(1). (2) This Agreement shall be construed to be a written agreement between such depository
institution and such agency within the meaning of 12 U.S.C. § 1818(e)(1) and 12 U.S.C. §
1818(i)(2). (3) This Agreement shall be construed to be a formal written agreement within the meaning of
12 C.F.R. § 5.51(c)(6)(ii). See 12 U.S.C. § 1831i.




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(4) This Agreement shall be construed to be a written agreement or other written statement
for which a violation may be enforced within the meaning of 12 U.S.C. § 1818(u). ARTICLE II STATUS REPORTS (1) The Board shall submit status reports to the Deputy Comptroller. These reports shall set
forth in detail:  (a)
    actions taken to comply with each Article of this Agreement;(b)
    the results of those actions; and(c)
    a description of the actions needed to achieve full compliance
with each Article of this Agreement. (2) The first status report shall be submitted for the period ending March 31, 2005, and will
be due within fifteen (15) days of that date. Thereafter, progress reports will be due within ten
(10) days after the end of each calendar quarter. (3) The status reports should also include any actions initiated by the Board and the Bank
pursuant to the findings, conclusions, and matters requiring attention in the ROE or in any future
Report of Examination. (4) Any communications made pursuant to this Agreement, including but not limited
to, all reports or plans which the Bank or Board has agreed to submit to the Deputy Comptroller
pursuant to this Agreement shall be forwarded by overnight delivery to: Grace E. DaileyDeputy Comptroller,Large Bank SupervisionOffice of the Comptroller of the Currency250 E Street, S.W., Mail Stop 6-1Washington, D.C. 20219
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with a copy hand delivered to: Sally G. MarvinExaminer-in-ChargeOffice of the Comptroller of the Currency41 South High StreetMail Stop HC0610Columbus, Ohio 43215-6101
 ARTICLE III MANAGEMENT (1) Within ninety (90) days of the effective date of this Agreement, the Board shall ensure
that the Bank has satisfactory senior managers in place to carry out the Boards policies, ensure
compliance with this Agreement, applicable laws, rules and regulations, and to manage the
operations of the Bank in a safe and sound manner. For purposes of this Agreement, senior managers
of the Bank shall include the Banks Chairman, President and Chief Executive Officer; Vice
Chairmen; Line of Business Heads; Chief Operational Risk Officer; Chief Credit Officer; Chief
Financial Officer; Treasurer; and Controller. (2) Not later than one hundred eighty (180) days after Huntington Bancshares, Inc. receives
notification pursuant to the provisions of 12 U.S.C. §1843(m)(1) that the Bank is not well
managed, the Board shall take all steps necessary to ensure that the Bank is deemed to be well
managed, as that term is defined in 12 U.S.C. §1841(o)(9). (3) If any position mentioned in Paragraph (1) of this Article is or becomes vacant, including
vacancies created through the alteration of the authority and/or responsibilities of a senior
manager, the Board shall, within ninety (90) days of such vacancy, submit to the Deputy Comptroller
for a written determination of no supervisory objection, the name of a qualified person for the
vacant position who shall be vested with sufficient executive authority to ensure the Banks
compliance with this Agreement and the safe and sound operation of functions within 3




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the scope of that positions responsibility. Prior to the appointment of any individual to a
senior managers position, the Bank shall secure the written determination of no supervisory
objection from the Deputy Comptroller regarding such appointment. (4) The requirement to submit information and the obligation to secure a written determination
of no supervisory objection are based on the authority of 12 U.S.C. § 1818(b) and do not require
the Comptroller to complete his review and act on any such information or authority within ninety
(90) days of the submission. ARTICLE IV INTERNAL AUDIT (1) The Internal Audit Executive (the Auditor) shall report directly to the Audit/Risk
Committee of the Board, be evaluated by that group, although s/he may report administratively to
the Chairman of the Board, President and Chief Executive Officer, and shall participate as an
ex-officio member of the Disclosure Control Committee. (2) Within ninety (90) days, the Audit/Risk Committee of the Board shall review and take the
necessary steps to ensure the Bank has an internal audit program of sufficient scope, frequency,
and staff to:  (a)
    detect irregularities, weak practices, violations of law and
regulation, breaches of fiduciary duty, and unsafe and unsound banking
practices;(b)
    assess and report the effectiveness of policy, procedure,
controls, and management relating to accounting and financial reporting;(c)
    ensure that the Bank establishes and maintains adequate
internal controls over financial reporting; 4




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(d)
    ensure that accounting policy and procedures are functioning
effectively and that necessary documentation and communication are occurring;
and(e)
    review and provide an opinion regarding whether regulatory
reports beginning with the quarter ending March 31, 2005 contain material
misstatements within thirty (30) days of each filing. (3) If the Audit/Risk Committee of the Board becomes aware of one or more material
weaknesses in the internal control structure and procedures for financial reporting, and if the
weaknesses are not corrected within the quarter identified, the Audit/Risk Committee of the Board
shall notify management of Huntington Bancshares, Inc. of the existence of the material
weaknesses. (4) Upon completion of its annual audit of the Huntington Bancshares, Inc. financial
statements, the Audit/Risk Committee of the Board shall obtain from the external auditor a list of
all proposed adjustments to the Banks books and records, whether or not deemed material, along
with an explanation of how the proposed adjustment was resolved. (5) For purposes of this Agreement, internal control structure and procedures for financial
reporting has the same meaning as that term is used in Section 404 of the Sarbanes-Oxley Act of
2002; material weaknesses has the same meaning as that term is used in Statement on Auditing
Standards (SAS) No. 60 (AU 325.15); and material misstatements has the same meaning as the term
is used in the SECs Staff Accounting Bulletin No. 99 on Materiality (SAB 99). 5




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ARTICLE V ACCOUNTING POLICY AND PROCEDURES (1) Upon receipt of the written report prepared by the independent accounting consultant
(Accounting Consultant) previously engaged by Huntington to review its accounting policies and
procedures, Huntington shall provide a copy of the accounting consultants report to the Deputy
Comptroller. (2) No later than March 31, 2005, the Bank shall submit written revised accounting policies
and procedures to the Deputy Comptroller for a written determination of no supervisory objection.
Such policies and procedures shall include provisions relating, but not limited, to:  (a)
    a process for ongoing documentation and maintenance of
accounting policies and procedures;(b)
    the fair representation of the Banks financial results in
accordance with Generally Accepted Accounting Principles (GAAP) without
regard to the resulting net income or earnings per share;(c)
    the results of the review required by Paragraph (1) of this Article;(d)
    required recommendations by line management to the Disclosure
Control Committeeover the adequacy, or proper accounting treatment,
of an item requiring specialized knowledge and/or assumptions, including but
not limited to:  (i)
    legal reserves by the Chief Legal Officer; and(ii)
    Allowance for Loan and Lease Losses by the Chief Credit Officer;  (e)
    disclosure of accounting policy changes to the external
auditors and the Audit/Risk Committee of the Board pursuant to SAB 99; 6




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(f)
    a periodic review of the proper accounting for assets subject
to impairment testing; and(g)
    a periodic review of the validity of models that could
materially impact financial reporting, (3) Within thirty (30) days of the effective date of this Agreement, the Bank shall engage a
qualified, independent third party to review and evaluate the validity of all models that could
materially impact financial reporting. ARTICLE VI ALLOWANCE FOR LOAN AND LEASE LOSSES (1) On or before March 31, 2005, the Board shall review the adequacy of the Banks Allowance
for Loan and Lease Losses (the Allowance) for assets on the books of the Bank, and shall
establish and implement prior to submission of the March 31, 2005 Report of Condition and Income
(Call Report) a program for the Banks maintenance of an adequate allowance at all times
(Allowance Program). This review and Allowance Program shall be designed to be consistent with
the comments on maintaining a proper allowance found in the Allowance for Loan and Lease Losses
booklet of the Comptrollers Handbook, OCC Advisory Letter 96-8 dated August 6, 1997,
entitled Allowance for Loans and Lease Losses. The Banks analysis shall be well documented and
shall include, but not be limited to, the following factors:  (a)
    the results of the Banks internal and external loan reviews;(b)
    an estimate of inherent loss exposure on each significant credit;(c)
    loan loss experience;(d)
    trends of delinquent and nonaccrual loans;(e)
    concentrations of credit in the Bank; and 7




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(f)
    present and prospective economic conditions. (2) The program shall provide for a review of the Allowance by the Board at least once each
calendar quarter. Any deficiency in the Allowance shall be remedied in the quarter it is
discovered, prior to the filing of the Consolidated Reports of Condition and Income, by additional
provisions from earnings. Written documentation shall be maintained indicating the factors
considered and conclusions reached by the Board in determining the adequacy of the Allowance. (3) The Allowance Program shall provide for monthly provisions and a review of the Allowance
by the Board at least once each calendar quarter. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to
ensure implementation of and adherence to the Allowance Program developed pursuant to this Article. ARTICLE VII CONCLUDING PROVISIONS (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it
appropriate in fulfilling the responsibilities placed upon him by the several laws of the United
States of America to undertake any action affecting the Bank, nothing in this Agreement shall in
any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing. (2) Any time limitations imposed by this Agreement shall begin to run from the effective date
of this Agreement. Such time requirements may be extended in writing by the Comptroller or his
duly authorized representative for good cause upon written application by the Board. 8




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(3) The provisions of this Agreement shall be effective upon execution by the parties hereto
and its provisions shall continue in full force and effect unless or until such provisions are
amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or
terminated in writing by the Comptroller. (4) To the extent that any of the provisions of this Agreement conflict with the terms found
in any existing agreement between the Comptroller and the Bank, including the Decision of the
Office of the Comptroller of the Currency on the Application to Charter the Bank, the provisions of
this Agreement shall control. (5) In each instance in this Agreement in which the Board is required to ensure adherence to,
and undertake to perform certain obligations of the Bank, it is intended to mean that the Board
shall:  (i)
    authorize and adopt such actions on behalf of the Bank as may
be necessary for the Bank to perform its obligations and undertakings under the
terms of this Agreement;(ii)
    require the timely reporting by Bank management of such actions
directed by the Board to be taken under the terms of this Agreement;(iii)
    follow-up on any non-compliance with such actions in a timely
and appropriate manner; and(iv)
    require corrective action be taken in a timely manner of any
non-compliance with such actions. (6) This Agreement does not form, and may not be construed to form, a contract binding on the
OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of
consideration, or of a contract, the OCC may enforce any of the commitments or 9




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obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. §
1818(i), and not as a matter of contract law. The Bank expressly acknowledges that neither the
Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges
that no OCC officer or employee has statutory or other authority to bind the United States, the
U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any
officer or employee of any of those entities to a contract affecting the OCCs exercise of its
supervisory responsibilities. The terms of this Agreement, including this paragraph, are not
subject to amendment or modification by any extraneous expression, prior agreements or
arrangements, or negotiations between the parties, whether oral or written. IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller, has hereunto set her
hand on behalf of the Comptroller. /s/ Grace E. Dailey
    
    
    
    2/28/2005Grace E. Dailey
    
    
    
    DateDeputy Comptroller,Large Bank SupervisionOffice of the Comptroller of the Currency
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IN
TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. /s/ Thomas E. Hoaglin
    
    
    
    1/5/05Thomas E. Hoaglin
    
    
    
    DateChairman of the Board/s/ Raymond J. Biggs
    
    
    
    1/8/05Raymond J. Biggs
    
    
    
    DateDirector/s/ Don M. Casto
    
    
    
    1/6/05Don M. Casto
    
    
    
    DateDirector/s/ David P. Lauer
    
    
    
    1/8/05David P. Lauer
    
    
    
    DateDirector/s/ William J. Lhota
    
    
    
    1/6/05William J. Lhota
    
    
    
    DateDirector/s/ David L. Porteous
    
    
    
    1/11/05David L. Porteous
    
    
    
    DateDirector/s/ Kathleen H. Ransier
    
    
    
    1/6/05Kathleen H. Ransier
    
    
    
    DateDirector
 11