EX-10.3












Exhibit 10.3




HUNTINGTON SUPPLEMENTAL RETIREMENT INCOME PLAN

(Restated Effective January 1, 2008)




     The Huntington Bancshares Supplemental Retirement Income Plan was adopted effective January 1,
1994, restated effective January 1, 2000, and hereby is amended and restated again effective
January 1, 2008, solely for the purpose of providing supplemental benefits to certain highly
compensated employees whose benefits under the Huntington Bancshares Retirement Plan are limited by
Internal Revenue Code Section 415 or 401(a)(17). This Supplemental Retirement Income Plan is an
unfunded “top hat plan” subject only to certain reporting and disclosure rules of the Employee
Retirement Income Security Act of 1974 (ERISA).



     Huntington Bancshares Incorporated does hereby continue the Plan for the benefit of Eligible
Employees of Huntington Bancshares Incorporated and its Related Companies in a restated form on the
terms and conditions set forth below:



ARTICLE I




Definitions




     Unless the context provides otherwise, capitalized terms in the Plan generally shall have the
definitions set forth in this Article I. If a term is treated as a defined term in this Plan and
is not specifically defined in this Article, the term shall have the meaning given it by Article I
of the Qualified Plan.



     Section 1.01. Code means the Internal Revenue Code of 1986, as amended from
time to time, and any regulations relating thereto.



     Section 1.02. Company means Huntington Bancshares Incorporated. Related
Company shall have the meaning given it by Article I of the Qualified Plan.



     Section 1.03. Committee means the Retirement Committee appointed pursuant to
Article IX of the Qualified Plan.



     Section 1.04. Compensation



     (a) Compensation (effective for compensation earned prior to January 1, 2000) means the
monthly equivalent of the total cash remuneration paid for services rendered to an Employer during
the calendar Year excluding overtime pay, bonuses, incentive compensation, stock options,
disability payments, contributions to any public or private benefit plan and other forms of
irregular payments, pensions or other deferred compensation. Where payments not for services such
as payments for travel or expenses, are not separately stated, the Committee may determine and make
appropriate reduction for such payments. Compensation shall include any salary reduction or
salary deferral amounts pursuant to plans sponsors by the Employer under Sections 125 and 401(k) of
the Code.



     In respect to an Employee who transferred directly into the employ of an Employer from a
Related Company, applicable earnings for services rendered to the Related Company shall be treated
as Compensation from his Employer for purposes of this Plan to the extent these earnings are also
being treated as Compensation from his Employer for purposed of the Qualified Plan.



     (b) Compensation (effective for Compensation earned after December 31, 1999) means the monthly
equivalent of all wages, salaries, fees for professional service and other amounts (whether or not
paid in cash) for personal services actually rendered in the course of employment with an Employer
(as adjusted by this Section), but only to the extent includible in gross income. This definition
of Compensation is modified by the following additions and exclusions. The definition includes 50%
(fifty percent) of overtime pay, bonuses, and incentive or commission compensation paid pursuant to
incentive plans with one year or less measurement periods.



 









 







Compensation includes periodic payments
pursuant to the Huntington Transition Pay Plan paid with respect to reductions in force that were
communicated to affected associates prior to June 15, 2006 pursuant to the Huntington Transition
Pay Plan, amounts deferred pursuant to plans sponsored by the
Employer under Sections 125 and 401(k) of the Code and compensation deferred pursuant to the
Huntington Supplemental Stock Purchase and Tax Savings Plan. Compensation includes 50% (fifty
percent) of amounts deferred under plans providing for the deferral of bonuses paid pursuant to a
plan with a one year or less measurement period. This definition of Compensation does not include
severance pay, incentive or commission compensation paid pursuant to incentive plans with longer
than one year measurement periods, deferred compensation except compensation deferred pursuant to
the Huntington Investment and Tax Savings Plan, the Huntington Supplemental Stock Purchase and Tax
Savings Plan, a cafeteria plan pursuant to Code Section 125 and 50% (fifty percent) of amounts
deferred by plans providing for the deferral of bonuses paid pursuant to a plan with a one year or
less measurement period, payments pursuant to welfare benefit plans, noncash compensation income
imputed for tax purposes only, reimbursements or other expense allowances, signing bonuses and
similar payments, compensation attributable to the grant or exercise of stock options of any kind,
contributions to any public or private benefit plan and other forms of irregular payments, pensions
or other forms of deferred compensation. This definition of Compensation only applies to
Compensation earned after December 31, 1999.



     In respect to an Employee who transferred directly into the employ of an Employer from a
Related Company, applicable earnings for services rendered to the Related Company shall be treated
as Compensation from his Employer for purposes of this Plan to the extent these earnings are also
being treated as Compensation from his Employer for purposed of the Qualified Plan.



     Section 1.05. Covered Compensation means the average of Social Security
taxable wage bases for the 35-year period ending with the year of the individual’s Social Security
retirement age (as defined in section 414(b)(8) of the Code). For purposes of this Section,
Covered Compensation amounts shall be determined and fixed on the date of a Participant’s
separation from service so that the Social Security wage base in the year of a Participant’s
separation from service will be projected until the Participant’s Social Security normal retirement
age.




     Section 1.06. Credited Service shall be determined as provided in the
Qualified Plan; provided, however, the Pension Review Committee of the Company’s Board of
Directors, may in its sole and absolute discretion, grant Participants additional Service and/or
Credited Service solely to determine benefits pursuant to this Plan.



     Section 1.07. Deferred Vested Pension shall have the meaning given to it by
Article I of the Qualified Plan; provided however, with respect to a Participant, who was a
participant in a Predecessor Plan and whose Credited Service does not include service accrued under
the Predecessor Plan, the term Deferred Vested Pension does not include the portion, if any, of
such Participant’s Deferred Vested Pension attributable to such Predecessor Plan.



     Section 1.08. Disability Retirement Pension means the disability benefit
payable to a Participant pursuant to the Qualified Plan; provided however, with respect to a
Participant, who was a participant in a Predecessor Plan and whose Credited Service does not
include service accrued under the Predecessor Plan, the term Disability Retirement Pension does not
include the portion, if any, of such Participant’s Disability Retirement Pension attributable to
such Predecessor Plan.



     Section 1.09. Eligible Employee means any Employee who satisfies all of the
conditions enumerated below:



     (a) The Employee must be a participant in the Huntington Bancshares Retirement Plan;



     (b) The Employee’s Huntington Bancshares Retirement Plan benefit exceeds the limitation of
Internal Revenue Code section 415(b) or the Employee’s annual compensation as defined by the
Qualified Plan exceeds the limits of Code Section 401(a)(17); and



     (c) The Employee has been nominated by the Compensation Committee of the Company’s Board of
Directors as an Eligible Employee if conditions (a) and (b) of this Section are satisfied.



     Additionally, Eligible Employees also include participants in the Qualified Plan whose
Qualified Retirement Plan Benefit is reduced as a result of deferrals made under the Huntington
Executive Deferred Compensation Plan at



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the time the Qualified Retirement Plan Benefit is finally
determined under the Qualified plan.



     An Eligible Employee will continue to participate until his participation terminates in
accordance with the provisions of this Plan or by Action of the Compensation Committee of the
Company’s Board of Directors. This Plan does not provide a minimum benefit and no payment may be
due pursuant to Section 1.17.



     The benefit (if any) of any Eligible Employee who was an Eligible Employee prior to January 1,
2000, who is not an Eligible Employee thereafter shall be “frozen” effective December 31, 1999, and
administered in accordance with principles applicable to Qualified Plan
frozen benefits. The term “frozen” means an employee’s accrued benefit is determined as if the
employee actually terminated employment with the Company or a Related Company on December 31, 1999,
(or the date the employee actually terminated employment with the Company or a Related Company, if
earlier).



     Section 1.10. Final Average Compensation means a Participant’s average
monthly Compensation during the highest five (5) consecutive calendar years preceding (but not
including) the year of Late, Normal or Early Retirement or other termination of employment, as
applicable.



     If the Participant shall not have completed five (5) calendar Years of Service, such average
shall be based on his Compensation averaged over such lesser period of Service. For a Participant
who incurs an Approved Absence or who is rehired after a Break in Service with his prebreak Service
restored, the Plan Years and his Approved Absence or Break in Service shall be considered
consecutive Plan Years even though they were not contiguous.



     Section 1.11. Participant means any Eligible Employee entitled to a benefit
under the Qualified Plan.



     Section 1.12. Plan means the Huntington Bancshares Supplemental Retirement
Income Plan, as set forth herein or as hereafter amended.



     Section 1.13. A Predecessor Plan means a plan which has merged into the
Qualified Plan.



     Section 1.14. Preretirement Survivor’s Benefit shall have the meaning given
it by Article I of the Qualified Plan; provided however, with respect to a Participant who was a
participant in a Predecessor Plan and whose Credited Service does not include service accrued under
the Predecessor Plan, the term Preretirement Survivor’s Benefit does not include the portion, if
any, of such Participant’s Preretirement Survivor’s Benefit attributable to such Predecessor Plan.



     Section 1.15. Qualified Plan means the Huntington Bancshares Retirement Plan
as it may be amended and restated from time to time.



     Section 1.16. Qualified Plan Retirement Benefit means the Accrued Retirement
Pension payable to a Participant pursuant to the Qualified Plan by reason of his termination of
employment with the Company and all Related Companies for any reason; provided however, with
respect to a Participant, who was a participant in a Predecessor Plan, and whose Credited Service
does not include service accrued under the Predecessor Plan, the term Qualified Plan Retirement
Benefit does not include the portion, if any, of such Participant’s Qualified Plan Retirement
Benefit attributable to such Predecessor Plan.



     Section 1.17. Supplemental Retirement Benefit and Supplemental Surviving Spouse
Benefit. Supplemental Retirement Benefit means the benefit payable to a Participant pursuant
to Sections 3.01, 3.02, 3.03, 3.04 and 3.05 of this Plan by reason of the Participant’s termination
of employment with the Company or a Related Company for any reason. Supplemental Surviving Spouse
Benefit means the benefit payable pursuant to Section 4.01 to a Participant’s Surviving Spouse.



     For the purpose of determining the Supplemental Retirement Benefit and the Supplemental
Surviving Spouse Benefit the following rule of construction shall apply: Benefits provided by the
Huntington Supplemental Executive Retirement Plan executed February 18, 1986 will be subtracted
from the Supplemental Retirement Benefit and the Supplemental Surviving Spouse Benefit; benefits
provided by the Huntington Supplemental Stock Purchase and Tax



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Savings Plan will not be subtracted
from the Supplemental Retirement Benefit or the Supplemental Surviving Spouse Benefit.



ARTICLE II




Participation




     Section 2.01. Eligibility. An Eligible Employee whose Qualified Plan
Retirement Benefit is limited by reason of the application of the limitations on benefits imposed
by the application of Section 415 or 401(a)(17) of the Code, as in effect on the date of the
participant’s separation from service, as defined in Section 409A(a)(2)(A)(i), shall be eligible to
receive a Supplemental Retirement Benefit. If an Eligible Employee described in the preceding
sentence dies prior to the earlier of commencement of his Supplemental Retirement Benefit or his Qualified Plan Retirement Benefit,
survived by an Eligible Spouse entitled to a Preretirement Survivor’s Benefit under the Qualified
Plan, then such Spouse shall be eligible to receive a Supplemental Surviving Spouse Benefit.



ARTICLE III




Supplemental Retirement Benefit




     Section 3.01. Normal Retirement Benefit Amount. The Supplemental Retirement
Benefit payable to a Participant retiring on his Normal Retirement Date shall be a monthly amount
equal to the sum of Parts I and II reduced by the amount(s) described at Part III:



PART I




     Part I only applies to Credited Service earned before July 1, 1999.




	 	(a)(i)		 For Participants born in or before 1937, one and one quarter percent
(1.25%) of Final Average Compensation for each of the first twenty five (25)
years of Credited Service plus one percent (1.0%) of Final Average Compensation
for each year of Credited Service in excess of twenty five (25), if any, up to a
maximum of fifteen (15) additional years





PLUS



	 	(ii)	 	three quarters of one percent (.75%) of Final Average Compensation
in excess of Covered Compensation for each of the first twenty five (25)
years of Credited Service.
	 
	 	 	 	One and one quarter percent (1.25%) is increased to one and three tenths
percent (1.30%) for Participants born in 1938-1954 and to one and thirty five
hundredths percent (1.35%) for Participants born after 1954.
	 
	 	 	 	Three quarters of one percent (.75%) is decreased to seven tenths of one percent
(.70%) for Participants born in 1938-1954 and to sixty five hundredths of one percent
(.65%) for Participants born after 1954.





PART II




     Part II only applies to Credited Service earned on or after July 1, 1999.




	 	(a)(i)	 	 For all Participants one percent (1.0%) of Final Average Compensation
for each year of Credited Service up to a maximum of forty (40) years. When
applying the forty year limitation on Credited Service, years of Credited Service
earned after June 30, 1999 shall be aggregated with years of Credited Service
earned before July 1, 1999.





PLUS





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	 	(ii)	 	sixty five hundredths of one percent (.65%) of Final Average
Compensation in excess of Covered Compensation for years of Credited Service
earned after June 30, 1999; which when aggregated with years of Credited
Service earned before July 1, 1999 does not in the aggregate exceed twenty
five (25) years of Credited Service.





PART III (LESS)





	 	 	 	The monthly amount of the Qualified Plan Retirement Benefit actually payable
to the Participant under the Qualified Plan or any supplemental executive
retirement plan or agreement, sponsored or entered by the Company or any
Related Company; other than a supplemental executive retirement plan whose
primary purpose is to provide benefits in excess of amounts permitted by Code
Section 401(a)(17) or 415 with respect to a Predecessor Plan.





PART IV





	 	 	 	The amounts described in Parts I, II and III shall be computed as of the date
of termination of employment of the Participant with the Company or a Related
Company in the form of benefit described in Section 3.06 of this Plan.





     Section 3.02. Early Retirement Benefit Amount.



     A Participant who has attained age 55 and has completed ten (10) years of Service who retires
early shall be entitled to a benefit (as of the date of income commencement) equal to the sum of
(a) and (b) below, reduced by amounts described at (c) below.




	 	(a)	 	The sum of the Participant’s Accrued Retirement Pension determined pursuant to
Section 3.01 Part I (a)(i) and Part II (a)(i) reduced by the factors in the table below:





	 	 	 
	Age at which Benefits	 	Factors for Parts I and II (a)(i) of the
	Commence	 	Benefit
	64
	 	.97
	63
	 	.94
	62
	 	.91
	61
	 	.88
	60
	 	.85
	59
	 	.82
	58
	 	.79
	57
	 	.76
	56
	 	.73
	55
	 	.70







If benefits commence other than at the above specified ages, linear interpolation should
be used to arrive at the appropriate factors.



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	 	(b)	 	The sum of the Participants Accrued Retirement Pension determined pursuant to Section 3.01
Part I(a)(ii) and Part II (a)(ii) reduced by the factors in the table below:





	 	 	 
	Age at which Benefits	 	Factors for Parts I and II (a)(ii) of the
	Commence	 	Benefit
	64
	 	.92
	63
	 	.84
	62
	 	.76
	61
	 	.71
	60
	 	.66
	59
	 	.63
	58
	 	.60
	57
	 	.56
	56
	 	.52
	55
	 	.48






     If benefits commence other than at the above specified ages, linear interpolation should be
used to arrived at the appropriate factors.




	 	(c)	 	Amounts payable under any other plans described in Part III of Section 3.01 shall
also be used to reduce the Supplemental Retirement Benefit payable on Early Retirement.





     Section 3.03. Late Retirement Benefit Amount. If a Participant does not
retire at his Normal Retirement Date and instead retires on his Late Retirement Date, he shall be
entitled to a Supplemental Retirement Benefit computed as provided in Section 3.01 of this Plan.



     Section 3.04. Disability. If a Participant becomes eligible for a Disability
Retirement Pension under the Qualified Plan, he shall be entitled to a monthly amount equal to the
difference between (a) and (b) below:




	 	(a)	 	the monthly amount of the Disability Retirement Pension under the Qualified Plan to
which the Participant would have been entitled under the Qualified Plan if such
Disability Retirement Pension were computed without giving effect to the limitations on
benefits imposed by the application of Section 415 or Section 401(a)(17) of the Code;





LESS





	 	(b)	 	the monthly amount of the Normal or Disability Retirement Pension actually payable
to the Participant under the Qualified Plan or any supplemental executive retirement plan
or agreement, sponsored or entered by the Company or any Related Company; other than a
supplemental executive retirement plan whose primary purpose is to provide benefits in
excess of amounts permitted by Code Section 401(a)(17) or 415 with respect to a
Predecessor Plan.





     Section 3.05. Deferred Vested Pension. If Participant becomes eligible for a
Deferred Vested Pension under the Qualified Plan, he shall be entitled to a monthly amount equal to
the difference between (a) and (b) below:




	 	(a)	 	the monthly amount of the Deferred Vested Pension to which the Participant would
have been entitled under the Qualified Plan if such benefit were computed without giving
effect to the limitations on benefits imposed by application of Section 415 or Section
401(a)(17) of the Code;





LESS





	 	(b)	 	the monthly amount of the Deferred Vested Pension actually payable to the
Participant under the Qualified Plan or any supplemental executive retirement plan or
agreement, sponsored or entered by the Company or any Related Company; other than a
supplemental executive retirement plan whose




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	 	 	 	primary purpose is to provide benefits in
excess of amounts permitted by Code Section 401(a)(17) or 415 with respect to a
Predecessor Plan.





     Section 3.06. Form of Benefit. Effective for payments that commence before
November 1, 2008, the Supplemental Retirement Benefit payable to a Participant shall be paid in the
form of a straight life annuity over the lifetime of the Participant only. Effective for payments
that commence on or after November 1, 2008, the Supplemental Retirement Benefit payable to a
Participant shall be paid in the form of a single life annuity with ten years certain guaranteed.
This form of benefit will be determined as the Actuarial Equivalent benefit to the straight life
annuity using the same methods as the Qualified Plan. Except as provided at Section 7.09 of the
Plan, the form of benefit described in this Section 3.06 is the only form in which the Supplemental
Retirement Benefit is paid.



     Section 3.07. Commencement of Benefit. Payment of the Supplemental
Retirement Benefit to a Participant shall commence on the first to occur of the following dates:
(a) the Participant’s Early Retirement Date, (b) the Participant’s Normal Retirement Date, or (c)
the Participant’s Late Retirement Date, as applicable. Notwithstanding the foregoing, if a
Participant is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, payment
of the Supplemental Retirement Benefit shall commence as soon as practicable after the date that is
six (6) months after such date. Monthly payments that otherwise would have been made to the
Participant during such six-month period shall be aggregated and paid on this commencement date.



ARTICLE IV




Supplemental Surviving Spouse Benefit




     Section 4.01. Amount. If a Participant dies prior to commencement of payment
of his Qualified Plan Retirement Benefit under circumstances in which a Preretirement Survivor’s
Benefit is payable to his Surviving Spouse, then a Supplemental Surviving Spouse Benefit is payable
to his Surviving Spouse as hereinafter provided. The monthly amount of the Supplemental Surviving
Spouse Benefit payable to a Surviving Spouse shall be equal to the difference between (a) and (b)
below:




	 	(a)	 	the monthly amount of the Preretirement Survivor’s Benefit to which the Surviving
Spouse would have been entitled under the Qualified Plan if such Benefit were computed
without giving effect to the limitations on benefits imposed by application of Section
415 or 401(a)(17) of the Code to plans to which that section applies;





LESS





	 	(b)	 	the monthly amount of the Preretirement Survivor’s Benefit actually payable to the
Surviving Spouse under the Qualified Plan or any supplemental executive retirement plan
or agreement, sponsored or entered by the Company or any Related Company; other than a
supplemental executive retirement plan whose primary purpose is to provide benefits in
excess of amounts permitted by Code Section 401(a)(17) or 415 with respect to a
Predecessor Plan.





     Section 4.02. Form and Commencement of Benefit. A Supplemental Surviving
Spouse Benefit shall be payable over the lifetime of the Surviving Spouse only in monthly
installments commencing on the first day of the month coincident with or next following the date
that the Participant would have reached the earliest retirement age under the Qualified Plan and
terminating on the date of the last payment of the Preretirement Survivor’s Benefit made before the
Surviving Spouse’s death.



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ARTICLE V




Vesting




     Section 5.01. Participant Vesting. A Participant credited with five years of
Service under the Qualified Plan shall be fully vested in the Plan or provided with Service by the
Board of Directors under section 1.06 of the Plan.



ARTICLE VI




Administration of the Plan




     Section 6.01. Administration by the Committee. The Committee shall be responsible
for the general operation and administration of the Plan and for carrying out the provisions
thereof.



     Section 6.02. General Powers of Administration. All provisions set forth in the
Qualified Plan with respect to the administrative powers and duties of the Company or the
Committee, when relevant, shall apply to this Plan. The Company shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or engaged by the Company with
respect to the Plan. The Committee may delegate its powers and duties to one or more members in
the same manner as permitted by the Qualified Plan.



ARTICLE VII




Miscellaneous




     Section 7.01. Amendment or Termination. The Company reserves the right at
any time to amend or terminate this Plan.



     Section 7.02. No Contract of Employment. Nothing in the Plan shall be deemed
or construed to impair or affect in any manner whatsoever, the right of the Employers, in their
discretion, to hire Employees and, with or without cause, to discharge or terminate the service of
Employees or Participants.



     Section 7.03. Payment in Event of Incapacity. If any person entitled to any
payment under the Plan shall be physically, mentally or legally incapable of receiving or
acknowledging receipt of such payment, the Committee, upon receipt of satisfactory evidence of his
incapacity and satisfactory evidence that another person or institution is maintaining him and that
no guardian or committee has been appointed for him, may cause any payment otherwise payable to him
to be made to such person or institution so maintaining him.



     Section 7.04. Funding. The Plan at all times shall be entirely unfunded and
no provision shall at any time be made with respect to segregating any assets of the Company for
payment of any benefits hereunder. No Participant, Surviving Spouse or any other person shall have
any interest in any particular assets of the Company by reason of the right to receive a benefit
under the Plan and any such Participant, Surviving Spouse or other person shall have only the
rights of a general unsecured creditor of the Company with respect to any rights under the Plan.



     Section 7.05. General Conditions. Except as otherwise expressly provided
herein, all terms and conditions of the Qualified Plan applicable to a Qualified Plan Retirement
Benefit or a Preretirement Survivor’s Benefit shall also be applicable to a Supplemental Retirement
Benefit or a Supplemental Surviving Spouse Benefit payable hereunder. Any Qualified Plan
Retirement Benefit or Preretirement Survivor’s Benefit, or any other benefit payable under the
Qualified Plan, shall be paid solely in accordance with the terms and conditions of the Qualified
Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect
the terms and provisions of the Qualified Plan. However, nothing in this Section shall modify the
requirement, except as provided in Section 7.09, that all Supplemental Retirement Benefits
provided by this Plan be paid in the form of a single life annuity with ten years certain
guaranteed and which is the Actuarial Equivalent of the straight life annuity.


     Section 7.06. No Guaranty of Benefits. Nothing contained in the Plan shall
constitute a guaranty by the Company or any other entity or person that the assets of the Company
will be sufficient to pay any benefit hereunder.



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     Section 7.07. Spendthrift Provision. No interest of any person or entity in,
or right to receive a benefit under, the Plan shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest or right to receive a benefit be taken, either
voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims
against, such person or entity, including claims for alimony, support, separate maintenance and
claims in bankruptcy proceedings.



     Section 7.08. Applicable Law. The Plan shall be construed and administered
under the laws of the State of Ohio.



     Section 7.09. Small Benefits. If the Actuarial Equivalent of any
Supplemental Retirement Benefit or Supplemental Surviving Spouse Benefit is not greater than the
applicable dollar limit under Section 402(g)(1)(B) of the Code, the Company may pay the actuarial
value of such Benefit to the Participant or Surviving Spouse in a single lump sum in lieu of any
further benefit payments hereunder.



     Section 7.10. Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as an employee or agent of
the Company shall be liable to any Participant, former Participant, Surviving Spouse or any other
person for any claim, loss, liability or expense incurred in connection with the Plan.



     Section 7.11. Actuarial Equivalent. If any benefit required by this Plan to
be subtracted from the Supplemental Retirement Benefit provided by this Plan is not payable in the
form of a single life annuity with ten years certain guaranteed, such benefit’s Actuarial
Equivalent in the form of a single life annuity with ten years certain guaranteed shall be
calculated using the same methods as used by the Qualified Plan.



     In determining whether a Supplemental Retirement Benefit is less than the applicable dollar
limit under Section 402(g)(1)(B) of the Code, the Committee shall employ the same actuarial method
as used by the Qualified Plan.



     Section 7.12. Taxes. All benefits payable pursuant to this Plan shall be
reduced by any and all federal, state and local taxes imposed upon the Participant or the
Beneficiary which are required to be paid or withheld by the Company or a Related Company.



     Section 7.13. Claims Procedure. The Committee shall have complete authority
and discretion regarding benefit determinations. Unless waived by the Committee, any person
entitled to benefits hereunder must file a claim with the Committee upon forms furnished by the
Committee. Notwithstanding any other provision of this Plan, payment of benefits need not be made
until receipt of the claim and the expiration of the time periods specified in this Section 7.13
for rendering a decision on the claim. In the event a claim is denied, benefits need not be made
or commence until a final decision is reached by the Committee.



     The Committee shall notify the claimant of its decision within ninety (90) days after receipt
of the claim. However, if special circumstances require, the Committee may defer action on a claim
for benefits for an additional period not to exceed ninety (90) days, and in that case it shall
notify the claimant of the special circumstances involved and the time by which it expects to
render a decision.



     If the Committee determines that any benefits claimed should be denied, it shall give notice
to the claimant setting forth the specific reason or reasons for the denial and provide a specific
reference to the Plan provisions on which the denial is based. The Committee shall also describe
any additional information necessary for the Participant to perfect the claim and explain why the
information is necessary. Such claimant shall be entitled to full and fair review by the Committee
of the denial. The claimant shall have sixty (60) days after receipt of the denial in which to
file a notice of appeal with the Committee. A final determination by the Committee shall be
rendered within sixty (60) days after receipt of the claimant’s notice of appeal. Under special
circumstances such determination may be delayed for an additional period not to exceed sixty (60)
days, in which case the claimant shall be notified of the delay prior to the close of the initial
sixty (60) day period. The Committee’s final decision shall set forth the reasons and the
references to the Plan provisions on which it is based. The Committee shall have discretion in
interpreting the terms of the Plan and in making claim determinations. Final determinations shall
be made by the Committee and such determinations shall be conclusive and binding on all persons.
The Committee shall be deemed



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to have properly exercised its authority unless it has abused its
discretion hereunder by acting arbitrarily and capriciously.



     Section 7.14. Gender and Number. The masculine gender shall be deemed to
include the feminine, the feminine gender shall be deemed to include the masculine, and the
singular shall include the plural unless otherwise clearly required by the context.



     Section 7.15. Headings. The headings and subheadings in this Plan have been
inserted for convenience and reference only and are to be ignored in any construction of the
provisions hereof.



     IN WITNESS WHEREOF: the Company has caused this restated Plan to be executed on the                     
day
of                     ,
2008; effective January 1, 2008.



	 	 	 	 	 	 	 
	 	 	HUNTINGTON BANCSHARES INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







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