Exhibit 10.4





Exhibit 10.4




Amendment to the

Huntington Bancshares Incorporated

Executive Agreement




Background





	A.	 	Huntington Bancshares Incorporated (the “Company”) has entered into Executive Agreements with
varying terms with certain of its executives in order to retain the availability, advice, and
counsel of the executives and to help secure the continued services of the executives
notwithstanding any change in control of the Company.






	B.	 	Section 19 of each of the Executive Agreements allows the Company, without the consent of the
executive, to amend the Executive Agreement to the extent necessary to comply with Section
409A of the Internal Revenue Code of 1986 (the “Code”), as amended, so as to avoid any penalty
or excise tax from being levied on the executive.






	C.	 	The Company previously has amended the Executive Agreements to bring the Executive Agreements
into compliance with final regulations issued by the United States Treasury Department under
Code Section 409A regarding the timing of payments of severance amounts and other deferred
compensation.






	D.	 	The Company now desires to further amend the Executive Agreements to clarify that certain
other operational provisions of the Executive Agreements will be administered in accordance
with Code Section 409A.





Amendment





	1.	 	Section 4(h) of each of the Executive Agreements, which was added pursuant to the first
amendment approved by the Board of Directors on October 15, 2008 is deleted in its entirety.






	2.	 	Each of the Executive Agreements is hereby amended, effective as of October 21, 2009, by
adding the following new Section 24:






	 	24.	 	Internal Revenue Section 409A of the Code.






(a) General. It is intended that this Agreement shall comply with the provisions of
Section 409A of the Code and the Treasury regulations relating thereto, or an exemption to
Section 409A of the Code, and payments, rights and benefits may only be made, satisfied or
provided under this Agreement upon an event and in a manner permitted by Section 409A of the
Code, to the extent applicable, so as not to subject the Executive to the payment of taxes
and interest under Section 409A of the Code. In furtherance of this intent, this Agreement
shall be interpreted, operated and administered in a manner consistent with these
intentions, and to the extent that any regulations or



 


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other guidance issued under Section 409A of the Code would result in the Executive
being subject to payment of additional income taxes or interest under Section 409A of the
Code, the parties agree, to the extent possible, to amend this Agreement to maintain to the
maximum extent practicable the original intent of this Agreement while avoiding the
application of such taxes or interest under Section 409A of the Code. Any payments that
qualify for the “short-term deferral” exception or another exception under Section 409A of
the Code shall be paid under the applicable exception. For purposes of the limitations on
nonqualified deferred compensation under Section 409A of the Code, each payment of
compensation under this Agreement shall be treated as a separate payment of compensation for
purposes of applying the Section 409A of the Code deferral election rules and the exclusion
under Section 409A of the Code for certain short-term deferral amounts. All payments to be
made upon a termination of employment under this Agreement may only be made upon a
“separation from service” as defined under Section 409A of the Code. In no event may the
Executive, directly or indirectly, designate the calendar year of any payment under this
Agreement.




(b) In-Kind Benefits and Reimbursements; Outplacement Benefits. Notwithstanding
anything to the contrary in this Agreement, all (A) reimbursements, (B) in-kind benefits and
(C) continued medical or welfare benefits that that are not non-taxable medical benefits,
“disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section
1.409A-1(a)(5) provided under this Agreement shall be made or provided in accordance with
the requirements of Section 409A of the Code, including, where applicable, the requirement
that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or
during a shorter period of time specified in this Agreement); (ii) the amount of expenses
eligible for reimbursement, or in kind benefits provided, during a calendar year may not
affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any
other calendar year; (iii) the reimbursement of an eligible expense will be made no later
than the last day of the calendar year following the year in which the expense is incurred;
and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or
exchange for another benefit. Outplacement benefits, if any, shall end not later than the
last day of the second calendar year that begins after the date of termination of the
Executive’s employment.




(c) Specified Employees. Notwithstanding any provision of this Agreement to the
contrary, if, as of the date of the Executive’s Separation from Service, the Executive is a
Specified Employee, then, except to the extent that this Agreement does not provide for a
“deferral of compensation” within the meaning of Section 409A of the Code, the following
shall apply:




	 	(1)	 	No payments shall be made and no benefits shall
be provided to the Executive during the period beginning on the date of
the Executive’s Separation from Service and ending on the first
business day that is six months and one day after the such date, or, if
earlier, the date of the Executive’s death.




 


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	 	(2)	 	On or as soon as administratively practicable
after the first business day that is six months and one day after the
date of the Executive’s Separation from Service, or if earlier, the date of the
Executive’s death, the Corporation shall make a one-time, lump-sum
cash payment to the Executive in an amount equal to the amounts
otherwise payable to the Executive under this Agreement during the
period described in Section 24(c)(1) of this Agreement.






	3.	 	The remainder of the Executive Agreements shall remain unchanged.






 


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