EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
 DEPOSIT
AGREEMENT 
 among 
 HUNTINGTON
BANCSHARES INCORPORATED, 
 COMPUTERSHARE INC. and 

COMPUTERSHARE TRUST COMPANY, N.A., jointly, as Depositary, 

and 
 THE HOLDERS FROM TIME TO
TIME OF 
 THE DEPOSITARY RECEIPTS DESCRIBED HEREIN 

Dated as of March 6, 2018 







 TABLE OF CONTENTS 
  

							
	 ARTICLE I DEFINED TERMS
	  	 	1	 
			
	 Section 1.1
	 	Definitions	  	 	1	 
		
	 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES E PREFERRED STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
	  	 	3	 
			
	 Section 2.1
	 	Form and Transfer of Receipts	  	 	3	 
	 Section 2.2
	 	Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	  	 	4	 
	 Section 2.3
	 	Registration of Transfer of Receipts	  	 	5	 
	 Section 2.4
	 	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series E Preferred Stock	  	 	5	 
	 Section 2.5
	 	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	  	 	6	 
	 Section 2.6
	 	Lost Receipts, etc.	  	 	6	 
	 Section 2.7
	 	Cancellation and Destruction of Surrendered Receipts	  	 	7	 
	 Section 2.8
	 	Redemption of Series E Preferred Stock	  	 	7	 
	 Section 2.9
	 	Deposits	  	 	8	 
	 Section 2.10
	 	Receipts Issuable in Global Registered Form	  	 	9	 
		
	 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION
	  	 	10	 
			
	 Section 3.1
	 	Filing Proofs, Certificates and Other Information	  	 	10	 
	 Section 3.2
	 	Payment of Taxes or Other Governmental Charges	  	 	10	 
	 Section 3.3
	 	Warranty as to Series E Preferred Stock	  	 	10	 
	 Section 3.4
	 	Warranty as to Receipts	  	 	10	 
		
	 ARTICLE IV THE DEPOSITED SECURITIES; NOTICES
	  	 	10	 
			
	 Section 4.1
	 	Cash Distributions	  	 	10	 
	 Section 4.2
	 	Distributions Other than Cash, Rights, Preferences or Privileges	  	 	11	 
	 Section 4.3
	 	Subscription Rights, Preferences or Privileges	  	 	11	 
	 Section 4.4
	 	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	  	 	12	 
	 Section 4.5
	 	Voting Rights	  	 	13	 
	 Section 4.6
	 	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	  	 	13	 
	 Section 4.7
	 	Delivery of Reports	  	 	14	 
	 Section 4.8
	 	Lists of Receipt Holders	  	 	14	 


  
 i 









							
	 ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE
CORPORATION
	  	 	14	 
			
	 Section 5.1
	 	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	  	 	14	 
	 Section 5.2
	 	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation	  	 	15	 
	 Section 5.3
	 	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation	  	 	15	 
	 Section 5.4
	 	Resignation and Removal of the Depositary; Appointment of Successor Depositary	  	 	17	 
	 Section 5.5
	 	Corporate Notices and Reports	  	 	17	 
	 Section 5.6
	 	Indemnification by the Corporation	  	 	18	 
	 Section 5.7
	 	Fees, Charges and Expenses	  	 	18	 
	 Section 5.8
	 	Tax Compliance	  	 	18	 
		
	 ARTICLE VI AMENDMENT AND TERMINATION
	  	 	19	 
			
	 Section 6.1
	 	Amendment	  	 	19	 
	 Section 6.2
	 	Termination	  	 	19	 
		
	 ARTICLE VII MISCELLANEOUS
	  	 	20	 
			
	 Section 7.1
	 	Counterparts	  	 	20	 
	 Section 7.2
	 	Exclusive Benefit of Parties	  	 	20	 
	 Section 7.3
	 	Invalidity of Provisions	  	 	20	 
	 Section 7.4
	 	Notices	  	 	20	 
	 Section 7.5
	 	Depositary’s Agents	  	 	21	 
	 Section 7.6
	 	Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of Receipts	  	 	21	 
	 Section 7.7
	 	Holders of Receipts Are Parties	  	 	21	 
	 Section 7.8
	 	Governing Law	  	 	21	 
	 Section 7.9
	 	Inspection of Deposit Agreement	  	 	21	 
	 Section 7.10
	 	Headings	  	 	21	 
	 Section 7.11
	 	Confidentiality	  	 	22	 
	 Section 7.12
	 	Further Assurances	  	 	22	 


  
 ii 








 DEPOSIT AGREEMENT dated as of March 6, 2018, by and among (i) Huntington Bancshares
Incorporated, a Maryland corporation, (ii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust
Company” and together with Computershare, jointly the “Depositary”), and (iii) the Holders from time to time of the Receipts described herein. 

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series E Preferred Stock
of the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series E Preferred Stock so deposited; and 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement; 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows: 
 ARTICLE I 

DEFINED TERMS 

Section 1.1    Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the
respective terms used in this Deposit Agreement: 
 “Articles Supplementary” shall mean the relevant Articles Supplementary to the
Charter of the Corporation filed with the State Department of Assessments and Taxation of Maryland establishing the Series E Preferred Stock as a series of preferred stock of the Corporation. 

“Corporation” shall mean Huntington Bancshares Incorporated, a Maryland corporation, and its successors. 

“Deposit Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms
hereof. 
 “Depositary” shall be defined as indicated in the preamble and shall include any successor as Depositary hereunder.

 “Depositary Shares” shall mean the depositary shares, each representing 1/100th of one share of the Series E Preferred Stock,
evidenced by a Receipt. 
 “Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to
Section 7.5. 

  
 1 








 “Depositary’s Office” shall mean the principal office of the Depositary in Jersey
City, New Jersey, at which at any particular time its depositary receipt business shall be administered. 
 “DTC” shall mean the
Depository Trust Company. 
 “Effective Date” shall mean the date first stated above. 

“Exchange Event” shall mean with respect to any Global Registered Receipt: 

(1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it is
no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Securities Exchange Act of 1934, as amended, and (B) the Corporation has not
appointed a qualified successor Global Receipt Depository within 90 calendar days after the Corporation received such notice, or 
 (2) the
Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Registered Receipt or
Global Registered Receipts. 
 “Global Receipt Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such
other entity designated as Global Receipt Depository by the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended. 
 “Global Registered Receipts” shall mean a global registered Receipt registered in the name of
a nominee of DTC. 
 “Letter of Representations” shall mean any applicable agreement among the Corporation, the Depositary and a
Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any
successor agreement thereto. 
 “Officer’s Certificate” shall mean a certificate in substantially the form set forth as
Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Series E Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to time in
accordance with the terms hereof. 
 “Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the
form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series E Preferred Stock held of record by the Record Holder of such Depositary Shares. 

  
 2 








 “Record Holder” or “Holder” as applied to a Receipt shall mean the person in
whose name such Receipt is registered on the books of the Depositary maintained for such purpose. 
 “Registrar” shall mean the
Depositary or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers of Receipts as herein provided; and if a successor Registrar shall be so appointed, references herein to
“the books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Series E Preferred Stock” shall mean the shares of the Corporation’s Fixed-to-Floating Rate Series E Non-Cumulative Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $100,000 per share, designated in the
Articles Supplementary. 
 ARTICLE II 

FORM OF RECEIPTS, DEPOSIT OF SERIES E PREFERRED STOCK, EXECUTION AND 

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 

Section 2.1    Form and Transfer of Receipts. The definitive Receipts shall be substantially in the form set forth in
Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in
compliance with Section 2.2, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the
Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at an office described in the last paragraph of Section 2.2. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive
Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under this Agreement as definitive Receipts. Notwithstanding anything in this Deposit Agreement to the contrary, Receipts may be issued electronically or otherwise in
book-entry format. 
 Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the
Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by facsimile signature by a duly authorized officer of the Depositary or,
if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual 

  
 3 








 
or facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. 

Receipts shall be in denominations of any number of whole Depositary Shares. 

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange
upon which the Series E Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. 

Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer,
shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in
Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to dividends or
other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 

Section 2.2    Deposit of Series E Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the
terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series E Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series E
Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with an executed Officer’s Certificate
attaching the Articles Supplementary and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or
persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series E Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the
terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. 

The Series E Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or
places as the Depositary shall determine. The Depositary shall not lend any Series E Preferred Stock deposited hereunder. 
 Upon receipt by
the Depositary of a certificate or certificates for Series E Preferred Stock deposited in accordance with the provisions of this Section 2.2, together with the other documents required as above specified, and upon
recordation of the Series E Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement,


  
 4 








 
shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary in accordance with the first paragraph of this
Section 2.2, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series E Preferred Stock so deposited and registered in such name or names as may be requested by such person
or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person
requesting such delivery. 
 Section 2.3    Registration of Transfer of Receipts. Subject to the terms and conditions of
this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Such instrument of transfer shall include evidence of the authority of the party seeking transfer which shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program
approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Depositary. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of
Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. 

The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15
days next preceding any selection of Depositary Shares and Series E Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any
Receipt called or being called for redemption in whole or in part except as provided in Section 2.8. 

Section 2.4    Split-ups and Combinations of Receipts; Surrender of Receipts and
Withdrawal of Series E Preferred Stock. Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or
combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered. 

Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series E Preferred Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to
such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Series E Preferred Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, but Holders of such whole shares of Series E Preferred Stock will not thereafter be entitled to deposit such Series E Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the
Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary 

  
 5 








 
Shares representing the number of whole shares of Series E Preferred Stock, the Depositary shall at the same time, in addition to such number of whole shares of Series E Preferred Stock and such
money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares. 

In no event will fractional shares of Series E Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery
of the Series E Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. 

If the Series E Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a person or persons other
than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such Holder for withdrawal of such shares of Series E Preferred Stock and money and other property, if any, be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. 

Delivery of the Series E Preferred Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be
made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may
be designated by such Holder. 
 Section 2.5    Limitations on Execution and Delivery, Transfer, Surrender and Exchange of
Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents
or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the Holder of a
Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary
or the Corporation may establish consistent with the provisions of this Deposit Agreement and/or applicable law. 
 The deposit of the
Series E Preferred Stock may be refused, the delivery of Receipts against Series E Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding
Receipts may be suspended (i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the
Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement. 

Section 2.6    Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its
discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such 

  
 6 








 
destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such
Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing the Depositary with an affidavit and an open penalty surety bond satisfactory to the Corporation. Applicants for such substitute
Receipts shall also comply with such other reasonable regulations and pay such other reasonable charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code in
effect in the State of New York. 
 Section 2.7    Cancellation and Destruction of Surrendered Receipts. All Receipts
surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled. 

Section 2.8    Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem
shares of Series E Preferred Stock in accordance with the terms of the Articles Supplementary, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than
60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which
notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Articles Supplementary. On the date of such redemption, provided that the
Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Series E Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any
undeclared dividends, except in the case of a redemption following a Regulatory Capital Treatment Event (as such term is defined in the Articles Supplementary), in which the Corporation will also pay the pro rated portion of dividends, whether or
not declared, for the dividend period in which such redemption occurs, in each case in accordance with the provisions of the Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred
Stock. The Depositary shall mail notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E Preferred Stock to be redeemed by
first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts
evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any
defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state:
(i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so
redeemed; (iii) the redemption price; (iv) the place or places where Receipts representing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series E Preferred
Stock represented by such Depositary Shares to be redeemed will cease to 

  
 7 








 
accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

 Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to
provide the funds necessary to redeem the Series E Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series E Preferred Stock so called for Redemption shall cease to accrue from and after
such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts
described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called
for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/100th of the
redemption price per share of Series E Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends (and not previously
distributed to the Holders of Depositary Shares) in accordance with the provisions of the Articles Supplementary. 
 If fewer than all of
the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary
Shares evidenced by such prior Receipt and not called for redemption. 
 Section 2.9    Deposits. All funds received by
Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of the services hereunder (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more
bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the
United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or
Moody’s Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit
accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion and with an average rating above investment grade by S&P (LT Local Issuer
Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may
result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time
receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any holder or any other party. 

  
 8 








 Section 2.10    Receipts Issuable in Global Registered Form. If the Corporation
shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit
Agreement, execute and deliver one or more Global Registered Receipts evidencing the Receipts, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by such
Global Registered Receipt or Global Registered Receipts, and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 

Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a
Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to
such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the
Corporation or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by
such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their
behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary as the holder of such Global Registered
Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (i) the applicable Global Receipt Depository will make book-entry transfers among
its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (ii) whenever any
notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Corporation and the Depositary shall give all such notices, payments and communications specified herein to be given to
such holders to the applicable Global Receipt Depository. 
 If an Exchange Event has occurred with respect to any Global Registered
Receipt, then the Depositary shall, upon receipt of a written order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, execute and deliver individual
definitive registered Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt so exchanged, in exchange for such Global Registered Receipt.

 Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 2.10
shall be registered in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary
shall deliver such Receipts to the persons in whose names such Receipts are so registered. 

  
 9 








 Notwithstanding anything to the contrary in this Deposit Agreement, should the Corporation
determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of any Letter of Representations. 

ARTICLE III 
 CERTAIN OBLIGATIONS
OF HOLDERS OF RECEIPTS AND THE CORPORATION 
 Section 3.1    Filing Proofs, Certificates and Other Information. Any Holder
of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably
deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of the Series E Preferred Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are
executed or such representations and warranties are made. 
 Section 3.2    Payment of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Series E Preferred Stock
and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or
all the Series E Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder
prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency. 

Section 3.3    Warranty as to Series E Preferred Stock. The Corporation hereby represents and warrants that the Series E
Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Series E Preferred Stock and the issuance of the related Receipts. 

Section 3.4    Warranty as to Receipts. The Corporation hereby represents and warrants that the Receipts, when issued, will
represent legal and valid interests in the Series E Preferred Stock. Such representation and warranty shall survive the deposit of the Series E Preferred Stock and the issuance of the Receipts. 

ARTICLE IV 
 THE DEPOSITED
SECURITIES; NOTICES 
 Section 4.1    Cash Distributions. Whenever Computershare shall receive any cash dividend or other
cash distribution on the Series E Preferred Stock, Computershare shall, subject to Sections  

  
 10 








 
3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as
are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Corporation or Computershare shall be required to withhold
and shall withhold from any cash dividend or other cash distribution in respect of the Series E Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. Computershare shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of one cent, and any balance not so
distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by Computershare for distribution to Record Holders of Receipts then outstanding. Each
Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8BEN,
W-8BEN-E (or other appropriate Form W-8) or W-9, as may be applicable. Each Holder of a
Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the
distributions to be made hereunder. 
 Section 4.2    Distributions Other than Cash, Rights, Preferences or Privileges.
Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series E Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of
Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by
such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record
Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the
Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received,
or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to Record
Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of any such securities or property to the Depositary and the Depositary shall
not make any distribution of any such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not
need to be registered in connection with such distributions. 
 Section 4.3    Subscription Rights, Preferences or
Privileges. If the Corporation shall at any time offer or cause to be offered to the persons in whose names the Series E Preferred Stock is recorded on the books of the Corporation any rights, preferences or privileges to subscribe for or to
purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the Record Holders of Receipts in such manner as the
Corporation shall direct and the Depositary 

  
 11 








 
shall agree, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary and the
Corporation; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Corporation) not feasible to
make such rights, preferences or privileges available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the
terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed by the Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash. 

The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences
or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration
statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right, preference or
privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and
sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act. 
 The Corporation shall
notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders
of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. 
 Section 4.4    Notice of
Dividends, etc.; Fixing Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time
be offered, with respect to the Series E Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of the Series E Preferred Stock are entitled to vote or of which holders of the Series E Preferred Stock are
entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to
or otherwise in accordance with the terms of the Series E Preferred Stock) for the determination of the Holders of Receipts who shall be entitled to receive such dividend, distribution, rights, 

  
 12 








 
preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such
meeting or for any other appropriate reasons. 
 Section 4.5    Voting Rights. Subject to the provisions of the Articles
Supplementary, upon receipt of notice of any meeting at which the holders of the Series E Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the
Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting
rights pertaining to the amount of Series E Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by
the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Series E Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions
are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series E Preferred Stock or cause such Series E Preferred Stock to be voted. In
the absence of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any meeting with respect to such Series E Preferred Stock unless directed to the contrary by the Holders of all
the Receipts) to the extent of the Series E Preferred Stock represented by the Depositary Shares evidenced by such Receipt. 

Section 4.6    Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or
stated value, split-up, combination or any other reclassification of the Series E Preferred Stock, subject to the provisions of the Articles Supplementary, or upon any recapitalization, reorganization, merger
or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest in one share of Series E Preferred Stock represented by one Depositary Share and in the ratio of the redemption price per Depositary Share
to the redemption price per share of Series E Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other
reclassification of the Series E Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect
of the Series E Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series E Preferred Stock. In any such case the Depositary may in its discretion, with the approval of the Corporation,
execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, Holders of
Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Series E Preferred Stock or any such
recapitalization, reorganization, merger or consolidation to surrender 

  
 13 








 
such Receipts to the Depositary with instructions to convert, exchange or surrender the Series E Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of
shares and other securities and property and cash into which the Series E Preferred Stock represented by such Receipts might have been converted or for which such Series E Preferred Stock might have been exchanged or surrendered immediately prior to
the effective date of such transaction. 
 Section 4.7    Delivery of Reports. The Depositary shall furnish to Holders of
Receipts any reports and communications received from the Corporation which is received by the Depositary and which the Corporation is required to furnish to the holders of the Series E Preferred Stock. 

Section 4.8    Lists of Receipt Holders. Reasonably promptly upon request from time to time by the Corporation, at the sole
expense of the Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts. 

ARTICLE V 
 THE DEPOSITARY, THE
DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION 
 Section 5.1    Maintenance of Offices, Agencies and Transfer
Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. 

The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at
all reasonable times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary shall promptly notify the Corporation following the receipt of any such request by a Holder. 

The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its
duties hereunder. 
 The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the
Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series E Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will
appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any
such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the 

  
 14 








 
approval of the Corporation. If the Receipts, Depositary Shares or Series E Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the
Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Series E Preferred Stock as may be required by law or applicable securities exchange
regulation. 
 Section 5.2    Prevention of or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Corporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any liability to any Holder of a Receipt if by reason of any provision of any present or future
law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the
Corporation’s Charter, as amended or supplemented (including the Articles Supplementary), or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the
Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of
this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit
Agreement. 
 Section 5.3    Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Corporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts other than for its willful
misconduct, fraud or bad faith. 
 Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the
Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if that
party has been advised of or has foreseen the possibility of such damages, other than for its gross negligence, willful misconduct or bad faith. 

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of the Series E Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all
expense and liability be furnished as often as may be required. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar
nor the Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series E Preferred Stock for deposit, any Holder of a
Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the 

  
 15 








 
Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties. 
 The Depositary shall not be responsible for any failure to carry out any instruction
to vote any of the shares of Series E Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any
Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary
or any Registrar. 
 The Depositary, any Depositary’s Agents, and any Registrar may own and deal in any class of securities of the
Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the other securities of the Corporation and its affiliates. 

The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of
this Deposit Agreement or of the Receipts, the Depositary Shares or the Series E Preferred Stock, nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for
advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. 

In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other
communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to
taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the
Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty
to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. 
 From
time to time, the Corporation may provide the Depositary with instructions concerning the services performed by the Depositary under this Deposit Agreement. In addition, at any time, the Depositary may apply to any officer of the Corporation for
instruction, and may consult with legal counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed by the Depositary under this Deposit Agreement. 

Notwithstanding anything contained herein to the contrary, excluding the Depositary’s willful misconduct, fraud or bad faith, the
Depositary’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract,
or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the 

  
 16 








 
Corporation to Depositary as fees and charges, but not including reimbursable expenses during the twelve (12) months immediately preceding the event for which recovery from Depositary is
being sought. 
 The rights and obligations of the parties under this Section 5.3 shall survive any resignation or
succession of any Depositary, Registrar or Depositary’s Agent and the termination of this Deposit Agreement. 

Section 5.4    Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time
resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 

The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take
effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 
 In case
at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or
trust company having its principal office in the United States of America and having a combined capital and surplus, of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after
delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the
Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and
for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series E Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to
such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. 

Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the
execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.

 Section 5.5    Corporate Notices and Reports. The Corporation agrees that it will deliver to the Depositary, and the
Depositary will, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements)
required by law, by the rules of any national securities exchange upon which the Series E Preferred Stock, the 

  
 17 








 
Depositary Shares or the Receipts are listed or by the Corporation’s Charter, as amended or supplemented (including the Articles Supplementary), to be furnished to the Record Holders of
Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to
the Record Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation. 

Section 5.6    Indemnification by the Corporation. Notwithstanding Section 5.3 to the contrary, the
Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or
expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of
their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or
persons. The obligations of the Corporation and the rights of the Depositary set forth in this Section 5.6 shall survive any resignation or succession of any Depositary, Registrar or Depositary’s Agent or the
termination of this Deposit Agreement. 
 Section 5.7    Fees, Charges and Expenses. The Corporation agrees promptly to pay
the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable
out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without negligence, willful misconduct or bad faith on its part (or on
the part of any agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Series E
Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series E Preferred Stock by Holders of Receipts, and any redemption or exchange of the Series E Preferred Stock at the option of the Corporation. The
Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of
Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses;
provided, however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Holder. The Depositary shall
present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. 

Section 5.8    Tax Compliance. The Depositary, on its own behalf and on behalf of the Corporation, will comply with all
applicable certification, information reporting, and withholding (including “backup withholding”) requirements imposed by applicable tax laws, regulations, or administrative practice with respect to (i) any payments made with respect
to the Depositary Shares or (ii) the issuance, delivery, holding, transfer, redemption, or exercise of rights under the Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of
required returns and the timely payment of all 

  
 18 








 
amounts required to be withheld to the appropriate taxing authority or its designated agent. The Depositary shall comply with any direction received from the Corporation with respect to the
application of such requirements to particular payments or Holders or in other particular circumstances and may, for purposes of this Deposit Agreement, rely on any such direction in accordance with the provisions of Section 5.3 hereof. The
Depositary shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available on request to the Corporation or to its authorized representatives. 

ARTICLE VI 
 AMENDMENT AND
TERMINATION 
 Section 6.1    Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any
time and from time to time be amended by agreement between the Corporation and the Depositary; provided, however, that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be
effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing in the aggregate at least a majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt
at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the
right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder
the Series E Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or
applicable securities exchange. As a condition precedent to the Depositary’s execution of any amendment, the Corporation shall deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states that the
proposed amendment is in compliance with the terms of this Section 6.1. 
 Section 6.2    Termination. This Deposit
Agreement may be terminated by the Corporation or the Depositary if (i) all outstanding Depositary Shares issued hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final
distribution in respect of the Series E Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares
pursuant to Sections 4.1 or 4.2, as applicable, or (iii) upon the consent of Holders of Receipts representing in the aggregate not less than a majority of the Depositary Shares outstanding. In addition, either the Corporation or
the Depositary may terminate this Depositary Agreement at any time upon a material breach of this Agreement by the other that is not cured within thirty (30) days after the date of written notice thereof by the terminating party to the
breaching party. 
 Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7; provided, further, that 

  
 19 








 
Sections 5.3 and 5.6 and Article VII shall survive the termination of this Agreement and any succession of any Depositary, Registrar or Depositary’s Agent. 

ARTICLE VII 
 MISCELLANEOUS 

Section 7.1    Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties
hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. A signature to this Deposit Agreement
transmitted electronically shall have the same authority, effect, and enforceability as an original signature. 

Section 7.2    Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and
their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 

Section 7.3    Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in
the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. 

Section 7.4    Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing
and shall be deemed to have been duly given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail (receipt confirmed), addressed to the Corporation at: 

Huntington Bancshares Incorporated 

Huntington Center 
 41 South High
Street 
 Columbus, Ohio 43287 

Attention:  Director of Investor Relations 

With a copy to: 
 Huntington Bancshares
Incorporated 
 Huntington Center 

41 South High Street 
 Columbus,
Ohio 43287 
 Attention:  General Counsel and Secretary 

or at any other addresses of which the Corporation shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail (receipt confirmed), addressed to the
Depositary at: 

  
 20 








 Computershare Trust Company, N.A. 

480 Washington Boulevard 
 Jersey
City, NJ 07310 
 Attention:    Legal Group 

or at any other addresses of which the Depositary shall have notified the Corporation in writing. 

Any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or facsimile transmission, confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall
have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request. 

Notices will be deemed to have been given hereunder when personally delivered or sent by facsimile transmission or electronic mail (receipt
confirmed), five days after deposit in the U.S. mail and one day after deposit with an overnight delivery service. 

Section 7.5    Depositary’s Agents. The Depositary may from time to time appoint Depositary’s Agents
to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly
notify the Corporation of any such action. 
 Section 7.6    Appointment of Registrar, Dividend Disbursing Agent and Redemption
Agent in Respect of Receipts. The Corporation hereby appoints Computershare Trust Company, N.A. as Registrar and as dividend disbursing agent and redemption agent in respect of the Receipts, and Computershare Trust Company, N.A. hereby accepts
such appointments. 
 Section 7.7    Holders of Receipts Are Parties. The Holders of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s Certificate by acceptance of delivery thereof. 

Section 7.8    Governing Law. This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder
and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles. 

Section 7.9    Inspection of Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the
Depositary’s Agents and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt. 

Section 7.10    Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set
forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in
the Receipts. 

  
 21 








 Section 7.11    Confidentiality. The Depositary and the Corporation agree that
all books, records, information and data pertaining to the business of the other party, including without limitation personal, non-public Holder information and the fees for services, which are exchanged or
received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or legal process. 

Section 7.12    Further Assurances. The Corporation agrees that it will perform, acknowledge, and deliver or cause to be
performed, acknowledged or delivered, all such further and other acts, documents, instruments and assurances as the Depositary may reasonably require to perform the provisions of this Deposit Agreement. 

Section 7.13     Force Majeure. Notwithstanding anything to the contrary contained herein, no party hereunder will be liable
for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest (any such event, a “Force Majeure Event”). If a Force Majeure Event
occurs, each affected party’s obligations under this Deposit Agreement shall be postponed for such time as its performance is suspended or delayed on account thereof and such party shall use its commercially reasonable efforts to remove such
Force Majeure Event as soon as and to the extent reasonably and practically possible. 
 [Remainder of page intentionally left blank;
signature page follows.] 

  
 22 








 IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Deposit Agreement
as of the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 

 

			
	HUNTINGTON BANCSHARES INCORPORATED
		
	By:	 	/s/ Mark N. DuHamel
	Name:	 	Mark N. DuHamel
	Title:	 	Executive Vice President and Treasurer


 [Signature Page to Deposit Agreement] 







 
			
	COMPUTERSHARE TRUST COMPANY, N.A.


 
			
		
	By:	 	 /s/ Dennis V. Moccia

	Name:     	 	Dennis V. Moccia
	Title	 	Manager, Contract Administration


 [Signature Page to Deposit Agreement] 







 
			
	COMPUTERSHARE INC.


 
			
		
	By:	 	 /s/ Dennis V. Moccia

	Name:     	 	Dennis V. Moccia
	Title	 	Manager, Contract Administration


 [Signature Page to Deposit Agreement] 







 EXHIBIT A 

FORM OF RECEIPT 
 THE DEPOSITARY SHARES
REPRESENTED BY THIS CERTIFICATE ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. 

Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Huntington
Bancshares Incorporated or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein. 
  

					
	 DEPOSITARY SHARES
	  		  	                    $
	DEPOSITARY RECEIPT NO.	  	FOR	  	DEPOSITARY SHARES,

 EACH REPRESENTING 1/100th OF ONE SHARE OF 5.700% SERIES E 

FIXED-TO-FLOATING RATE
NON-CUMULATIVE PERPETUAL PREFERRED STOCK 
 OF 

HUNTINGTON BANCSHARES INCORPORATED 

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 

CUSIP 446150 AL8 
 SEE REVERSE FOR
CERTAIN DEFINITIONS 
 Dividend Payment Dates: Beginning July 15, 2018, each January 15, April 15, July 15 and October 15. 

COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary (the “Depositary”), hereby certify that Cede & Co. is the
registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/100th of one share of 5.700% Series E Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series E Preferred Stock”), of Huntington Bancshares Incorporated, a Maryland
corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of March 6, 2018 (the “Deposit Agreement”), among the Corporation, the
Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This
Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if
executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. 

Dated: 
  

			
	
Computershare Inc. and Computershare Trust Company, N.A.,

jointly as Depositary

		
	 By:
	 	 
		 	 Authorized Officer


 (REVERSE OF RECEIPT) 

  
 A-1 








 HUNTINGTON BANCSHARES INCORPORATED 

HUNTINGTON BANCSHARES INCORPORATED WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF
THE ARTICLES SUPPLEMENTARY CLASSIFYING THE 5.700% SERIES E FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF
HUNTINGTON BANCSHARES INCORPORATED. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. 
 The Corporation will furnish
without charge to each receipt holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications,
limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. 

EXPLANATION OF ABBREVIATIONS 
 The following
abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be
used. 
  

							
	 Abbreviation
	  	 Abbreviation
	  	 Abbreviation
	  	 Equivalent Word

	 JT TEN
	  	As joint tenants, with right of survivorship and not as tenants in common	  	TEN BY ENT	  	As tenants by the entireties
				
	 TEN IN COM
	  	As tenants in common	  	UNIF GIFT MIN ACT	  	Uniform Gifts to Minors Act

  

											
	 Abbreviation
	  	 Equivalent Word
	  	 Abbreviation
	  	 Equivalent Word
	  	 Abbreviation
	  	 Equivalent Word

	 ADM
	  	Administrator(s), Administratrix	  	EX	  	Executor(s), Executrix	  	PL	  	Public Law
						
	 AGMT
	  	Agreement	  	FBO	  	For the benefit of	  	TR	  	(As) trustee(s), for, of
						
	 ART
	  	Article	  	FDN	  	Foundation	  	U	  	Under
						
	 CH
	  	Chapter	  	GDN	  	Guardian(s)	  	UA	  	Under Agreement
						
	 CUST
	  	Custodian for	  	GDNSHP	  	Guardianship	  	UW	  	Under will of, Of will of, Under last will & testament
						
	 DEC
	  	Declaration	  	MIN	  	Minor(s)	  		  	
						
	 EST
	  	Estate, of Estate of	  	PAR	  	Paragraph	  		  	


  
 A-2 








 For value
received,                                     hereby
sell(s), assign(s) and transfer(s) unto
                                     (INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
                                     (PRINT OR TYPEWRITE NAME
AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and
appoint                                     Attorney to
transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. 
 Dated: 

 

			
		
	Signature:	 	 
		
	Signature:	 	 

 NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every
particular, without alteration or enlargement or any change whatsoever. 
 SIGNATURE GUARANTEED 

NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 

  
 A-3 








 EXHIBIT B 

I, Mark N. Duhamel, Executive Vice President of Huntington Bancshares Incorporated (the “Corporation”), hereby certify that pursuant to the terms of
the Articles Supplementary to the Charter of the Corporation, filed with the State Department of Assessments and Taxation of Maryland on March 5, 2018 (the “Articles Supplementary”) and attached hereto as Annex A, and pursuant to
resolutions adopted by the Board of Directors of the Corporation (or a duly authorized committee thereof) on July 20, 2016, February 13, 2018 and February 27, 2018, the Corporation has established the Series E Preferred Stock which
the Corporation desires to deposit with the Depositary pursuant to the terms and conditions of the Deposit Agreement, dated as of March 6, 2018, by and among the Corporation, Computershare Trust Company, N.A., Computershare Inc. and the Holders
of Receipts issued thereunder from time to time (the “Deposit Agreement”). In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to
the Series E Preferred Stock as described in the Articles Supplementary. Any terms of the Series E Preferred Stock that are not described in the Articles Supplementary and any terms of the Receipts representing such Series E Preferred Stock that are
not described in the Deposit Agreement are described below: 
 Aggregate Number of shares of Series E Preferred Stock issued on the day hereof: 5,000 

CUSIP Number for Receipt:   446150 AL8 
 Denomination
of Depositary Share per share of Series E Preferred Stock (if different than 1/100th of a share of Series E Preferred Stock): Same (1/100th of a share of Series E Preferred Stock) 

Redemption Provisions (if different than as set forth in the Deposit Agreement): Same as set forth in the Deposit Agreement 

Name of Global Receipt Depositary: The Depository Trust Company 

All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 B-1 








 Huntington Bancshares Incorporated 

This certificate is dated:                    

 

			
		
	By:	 	 
		
	Name:	 	Mark N. Duhamel
		
	Title:	 	Executive Vice President and Treasurer


  
 B-2