Fitch Affirms Huntington Bancshares on Merger with Sky Financial; Sky on Rating Watch Positive.

CHICAGO -- Fitch Ratings affirms the Long-term Issuer Default Rating (IDR) of Huntington Bancshares Incorporated (Nasdaq:HBAN) at 'A' following HBAN's merger announcement with Sky Financial Group, Inc. (Nasdaq:SKYF). HBAN's Rating Outlook remains Stable. SKYF's Long-term IDR of 'BBB' has been placed on Rating Watch Positive. Upon completion of the merger, Fitch expects SKYF's ratings will be upgraded to be aligned with HBAN's current ratings. A complete list of ratings is provided at the end of this release.

The merger between HBAN and SKYF deepens and extends HBAN's Midwest franchise, while providing sizable operating efficiencies. This deal is expected to boost HBAN's deposit share to third in Ohio, greatly increase HBAN's presence in Indianapolis, and expand its franchise into the Pittsburgh market. Only a moderate impact on HBAN's capital ratios is expected, given the deal financing (90% HBAN stock and 10% cash) and the reasonable acquisition price (1.9 times [x] book and 3.4x tangible book). Further, the cash portion of the deal is expected to be financed by a hybrid issue with some equity content. Key managers from both organizations are expected to be retained with HBAN's Tom Hoaglin becoming Chairman and CEO and SKYF's Marty Adams becoming President and COO. The merger is expected to close in July 2007 subject to necessary shareholder and regulatory approvals.

The Stable Rating Outlook for HBAN reflects Fitch's expectation of a smooth integration process, achievement of projected operating efficiencies, and a rebuilding of capital back to targeted levels. Moreover, steady operating performance of the merged organization is factored into the Stable rating outlook.

The following ratings are affirmed:

Huntington Bancshares Incorporated

--IDR 'A';

--Short-term 'F1';

--Individual, 'B';

--Support, '5'.

Huntington National Bank

--Long-term deposits, 'A+';

--Long-term IDR, 'A';

--Subordinated debt, 'A-';

--Short-term issuer, 'F1';

--Short-term deposits, 'F1';

--Individual, 'B';

--Support, '5'.

Huntington Capital I-II

--Preferred stock, 'A-'.

Sky Financial Group, Inc.

Sky Bank

Sky Trust, NA

--Support, '5'.

The following ratings for Sky Financial Group, Inc. and its subsidiaries are placed on Rating Watch Positive:

Sky Financial Group, Inc.

--IDR 'BBB';

--Subordinated debt, 'BBB-';

--Short-term issuer, 'F3';

--Individual, 'B/C'.

Sky Bank

--Long-term deposits, 'BBB+';

--IDR 'BBB';

--Subordinated debt, 'BBB-';

--Short-term issuer, 'F3';

--Short-term deposits, 'F2';

--Individual, 'B/C'.

Sky Trust, National Association

--IDR, 'BBB';

--Short-term issuer, 'F3';

--Individual, 'B/C'.

Sky Financial Capital Trust I-IV

First Western Capital Trust I

Mid Am Capital Trust I

Metropolitan Capital Trust I

Second Bancorp Capital Trust I

Prospect Trust I

--Preferred stock, 'BBB-'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.