EX-10.4






Exhibit 10.4




Huntington Bancshares Incorporated

Executive Deferred Compensation Plan




AMENDED AND RESTATED




Effective as of October 15, 2008





 









 








Huntington Bancshares Incorporated

Executive Deferred Compensation Plan




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE 1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 Selection, Enrollment, Eligibility
	 	 	5	 
	 
	 	 	 	 
	2.1 Selection as a Participant
	 	 	5	 
	2.2 Enrollment and Eligibility Requirements; Commencement of
Participation
	 	 	5	 
	2.23 Amendment of Eligibility Criteria
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 3 Deferral Commitments/Company Contribution Amounts/Company Restoration
Matching Amounts /Vesting/Crediting/Taxes
	 	 	6	 
	 
	 	 	 	 
	3.1 Minimum and Maximum Deferral
	 	 	6	 
	3.2 Timing of Deferral Elections; Effect of Election Form
	 	 	7	 
	3.3 Withholding and Crediting of Annual Deferral Amounts
	 	 	8	 
	3.4 Company Contribution Amount
	 	 	8	 
	3.5 Vesting
	 	 	8	 
	3.6 Crediting/Debiting of Account Balances
	 	 	9	 
	3.7 FICA and Other Taxes
	 	 	10	 
	3.78 Annual Elections
	 	 	10	 
	3.79 Corporate Transactions
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 4 Distributions of Benefits
	 	 	11	 
	 
	 	 	 	 
	4.1 Distributions/Events Generally
	 	 	11	 
	4.2 In-Service Distributions
	 	 	11	 
	4.3 Distributions After Separation from Service
	 	 	12	 
	4.34 Unforeseeable Emergency
	 	 	12	 
	4.35 Automatic Cash-Out
	 	 	13	 
	4.36 Withholding for Taxes
	 	 	13	 
	4.37 Payment to Guardian
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 5 Death Benefit
	 	 	13	 
	 
	 	 	 	 
	5.1 Death Benefit
	 	 	13	 
	5.2 Payment of Death Benefit
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 6 Beneficiary Designation
	 	 	13	 
	 
	 	 	 	 
	6.1 Beneficiary
	 	 	13	 
	6.2 Beneficiary Designation; Change; Spousal Consent
	 	 	14	 
	6.3 Acknowledgement
	 	 	14	 
	6.4 No Beneficiary Designation
	 	 	14	 
	6.5 Doubt as to Beneficiary
	 	 	14	 






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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	 	 	 	 	 
	 	 	Page
	6.6 Discharge of Obligations
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 7 Leave of Absence
	 	 	14	 
	 
	 	 	 	 
	7.1 Paid Leave of Absence
	 	 	14	 
	7.2 Unpaid Leave of Absence
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 8 Change in Control
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 9 Termination of Plan, Amendment or Modification
	 	 	15	 
	 
	 	 	 	 
	9.1 Termination of Plan
	 	 	15	 
	9.2 Amendment
	 	 	15	 
	9.3 Effect of Payment
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 10 Administration
	 	 	15	 
	 
	 	 	 	 
	10.1 Administrative Duties
	 	 	15	 
	10.2 Administration Upon Change In Control
	 	 	16	 
	10.3 Agents
	 	 	16	 
	10.4 Binding Effect of Decisions
	 	 	16	 
	10.5 Indemnity of Company
	 	 	16	 
	10.6 Employer Information
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 11 Other Benefits and Agreements
	 	 	16	 
	 
	 	 	 	 
	11.1 Coordination with Other Benefits
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 12 Claims Procedures
	 	 	17	 
	 
	 	 	 	 
	12.1 Presentation of Claim
	 	 	17	 
	12.2 Notification of Decision
	 	 	17	 
	12.3 Review of a Denied Claim
	 	 	17	 
	12.4 Decision on Review
	 	 	17	 
	12.5 Legal Action
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 13 Trust
	 	 	18	 
	 
	 	 	 	 
	13.1 Establishment of the Trust
	 	 	18	 
	13.2 Interrelationship of the Plan and the Trust
	 	 	18	 
	13.3 Distributions From the Trust
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 14 Miscellaneous
	 	 	18	 
	 
	 	 	 	 
	14.1 Status of Plan
	 	 	18	 
	14.2 Unsecured General Creditor
	 	 	18	 
	14.3 Employer’s Liability
	 	 	19	 
	14.4 Nonassignability
	 	 	19	 






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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	 	 	 	 	 
	 	 	Page
	14.5 Not a Contract of Employment
	 	 	19	 
	14.6 Furnishing Information
	 	 	19	 
	14.7 Terms
	 	 	19	 
	14.8 Captions
	 	 	19	 
	14.9 Governing Law
	 	 	19	 
	14.10 Notice
	 	 	19	 
	14.11 Successors
	 	 	20	 
	14.12 Spouse’s Interest
	 	 	20	 
	14.13 Validity
	 	 	20	 
	14.14 Incompetent
	 	 	20	 
	14.15 Domestic Relations Orders
	 	 	20	 
	14.16 Distribution in the Event of Income Inclusion Under Code Section 409A
	 	 	20	 
	14.17 Deduction Limitation on Benefit Payments
	 	 	20	 







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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan




Purpose




          The purpose of this Plan is to provide specified benefits to a select group of management or
highly compensated Employees who contribute materially to the continued growth, development and
future business success of Huntington Bancshares Incorporated, a Maryland corporation, and its
subsidiaries and affiliates, if any, that are participating employers in this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.




          This amended and restated plan document applies to all deferrals on or after January 1, 2005,
that are subject to the provisions of Section 409A of the Code. All other deferrals before January
1, 2005, are subject to the Plan rules in effect at the time the compensation was deferred. This
Plan is intended to comply with all applicable law, including Code Section 409A and related
Treasury guidance and regulations, and shall be operated and interpreted in accordance with this
intention. Accordingly, this Plan is hereby amended and restated retroactive to that date. In
order to transition to the requirements of Code Section 409A and related Treasury regulations, the
Plan provides Participants certain transition relief with respect to revised payment elections
provided under Notice 2006-79 and Notice 2007-86, as described more fully in Appendix A of this
Plan.




ARTICLE 1

Definitions




          For purposes of this Plan, unless otherwise clearly apparent from the context, the following
phrases or terms shall have the meanings set forth in this Article 1:





	1.1	 	“Account Balance” shall mean, with respect to a Participant, an entry on the records of the
Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be
a bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.
	 
	1.2	 	“Annual Account” shall mean, with respect to a Participant, an entry on the records of the
Employer equal to (a) the sum of the Participant’s Annual Deferral Amount and Company
Contribution Amount, plus (b) amounts credited or debited to such amounts pursuant to this
Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a
bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.
	 
	1.3	 	“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, LTIP
Amounts, RSUs, and any other compensation designated by the Company that a Participant defers
in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are
withheld and credited during such Plan Year.
	 
	1.4	 	“Annual Installment Method” shall mean the method used to determine the amount of each
payment due to a Participant who has elected to receive a benefit over a period of years in
accordance with the applicable provisions of the Plan. The amount of each annual payment due
to the Participant shall be calculated by multiplying the balance of the Participant’s benefit
by a fraction, the numerator of which is one and the denominator of which is the remaining
number of annual payments due to the Participant. By way of example, if the Participant
elects a 10-year Annual Installment Method for the Retirement Benefit, the first payment shall
be 1/10 of the vested Account Balance, calculated as described in this definition. The
following year, the payment shall be 1/9 of the vested Account Balance, calculated as
described in this definition. The amount of the first annual payment shall be calculated as
of the Valuation Date, and the amount of each subsequent annual payment shall be calculated on
or around each anniversary of such Valuation Date. For purposes of this Plan, the right to
receive a benefit payment in annual installments shall be treated as the entitlement to a
series of separate individual payments rather than as entitlement to a single payment.
	 
	1.5	 	“Base Salary” shall mean the annual cash compensation relating to services performed during
any calendar year, excluding the following items: (i) distributions from nonqualified deferred
compensation plans, (ii) bonuses, (iii) commissions, (iv) overtime, (v) fringe benefits, (vi)
stock options, (vii) restricted stock units, (viii) relocation




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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	 	 	expenses, (ix) incentive
payments, (x) non monetary awards, (xi) director fees and other fees, and (xii) automobile and
other allowances paid to a Participant for employment services rendered (whether or not such
allowances are included in the Employee’s gross income). Base Salary shall be calculated
before reduction for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to
include amounts not otherwise included in the Participant’s gross income under Code Sections
125, 402(e)(3), 402(h), 403(b), or 132(f) pursuant to plans established by any Employer;
provided, however, that all such amounts will be included in compensation only to the extent
that had there been no such plan, the amount would have been payable in cash to the Employee.






	1.6	 	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 6, that are entitled to receive benefits under this Plan upon the
death of a Participant.
	 
	1.7	 	“Beneficiary Designation Form” shall mean the form established from time to time by the
Company that a Participant completes, signs and returns to the Company to designate one or
more Beneficiaries.
	 
	1.8	 	“Benefit Eligibility Date” shall mean the date upon which all or an objectively determinable
portion of a Participant’s vested benefits will become eligible for distribution, as provided.
	 
	1.9	 	“Board” shall mean the board of directors of the Company.
	 
	1.10	 	“Bonus” shall mean any compensation, in addition to Base Salary, LTIP Amounts and RSUs,
earned by a Participant under any Employer’s annual bonus, commission and other cash incentive
plans or other arrangements designated by the Committee as further specified on any Election
Form.
	 
	1.11	 	“Change in Control” shall mean with respect to the Company, the occurrence of any of the
following:






	 	(a)	 	Any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange
Act other than the Company or any “person” who as of the effective date is a director
or officer of the Company or whose shares of common stock of the Company are treated as
“beneficially owned” (as such term is used in Rule 13(d)-3 of the Exchange Act) by any
such director or officer becomes beneficial owner, directly or indirectly, of
securities of the Company representing thirty-five percent (35%) or more of the
combined voting power of the Company than outstanding securities;
	 
	 	(b)	 	Individuals who constitute the board of directors of the Company (“Incumbent
Board”) cease for any reason to constitute at least a majority of the board, provided,
however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election, was approved by a vote of at least a majority of
the directors comprising the Incumbent Board shall be considered as if such an
individual were a member of the Incumbent Board, but excluding for this purpose any
such individual whose initial assumption of office occurs as a result of either an
actual or a threatened election contest (as such terms are used in Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the board;
	 
	 	(c)	 	A merger or a consolidation of the Company, other than a merger or
consolidation in which the voting securities of the Company immediately prior to the
merger or consolidation continue to represent (either by remaining outstanding or being
converted into securities of the surviving entity) fifty-one percent (51%) or more of
the combined voting power of the Company or surviving entity immediately after the
merger or consolidation with another entity;
	 
	 	(d)	 	A sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a
single transaction or series of related transactions) of all or substantially all of
the assets of the Company which shall include, without limitation, the sale of assets
or earning power aggregating more than fifty percent (50%) of the assets or earning
power of the Company on a consolidated basis;
	 
	 	(e)	 	Any liquidation or dissolution of the Company;
	 
	 	(f)	 	A reorganization, reverse stock split, or recapitalization of the Company which
would result in any of the foregoing; or




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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	 	(g)	 	A transaction or series of related transactions having, directly or indirectly,
the same effect as any of the foregoing.






	1.12	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
	 
	1.13	 	“Compensation Committee” or “Committee” shall mean the Compensation Committee of the Board of
Directors.
	 
	1.14	 	“Company” shall mean Huntington Bancshares Incorporated, a Maryland corporation, and any
successor to all or substantially all of the Company’s assets or business.
	 
	1.15	 	“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.4.
	 
	1.16	 	“Election Form” shall mean the form or forms, which may be in electronic format, established
from time to time by the Company that a Participant completes, signs and returns to the
Company to make elections under the Plan.
	 
	1.17	 	“Employee” shall mean a person who is an employee of an Employer.
	 
	1.18	 	“Employer(s)” shall be defined as follows:






	 	(a)	 	Except as otherwise provided in part (b) of this Section, the term “Employer”
shall mean the Company and/or any of its subsidiaries or affiliates (now in existence
or hereafter formed or acquired) that have been selected by the Company to participate
in the Plan.
	 
	 	(b)	 	For the purpose of determining whether a Participant has experienced a
Separation from Service, the term “Employer” shall mean:






	 	(i)	 	The entity for which the Participant performs services and with
respect to which the legally binding right to compensation deferred or
contributed under this Plan arises; and
	 
	 	(ii)	 	All other entities with which the entity described above would be
aggregated and treated as a single employer under Code Section 414(b)
(controlled group of corporations) and Code Section 414(c) (a group of trades or
businesses, whether or not incorporated, under common control), as applicable.
In order to identify the group of entities described in the preceding sentence,
the Committee shall use an ownership threshold of at least 50% as a substitute
for the 80% minimum ownership threshold that appears in, and otherwise must be
used when applying, the applicable provisions of (A) Code Section 1563 for
determining a controlled group of corporations under Code Section 414(b), and
(B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c).






	1.19	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.
	 
	1.20	 	“401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section
401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted
by the Employer, as it may be amended from time to time, or any successor thereto.
	 
	1.21	 	“Investment Funds” shall mean hypothetical investment alternatives based on mutual funds or
other investments selected by the Company for the purpose of determining the earnings (or
losses) on a Participant’s Account Balance.
	 
	1.22	 	“LTIP Amounts” shall mean any portion of the compensation attributable to a Plan Year that is
earned by a Participant under any Employer’s long-term incentive plan or any other long-term
incentive arrangement designated by the Company.
	 
	1.23	 	“Participant” shall mean any Employee (a) who is selected to participate in the Plan,
(b) whose executed Election Form is accepted by the Company, and (c) whose eligibility to
participate in this Plan has not terminated.




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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	1.24	 	“Performance-Based Compensation” shall mean compensation the entitlement to or amount of
which is contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least 12 consecutive months, as
determined by the Company in accordance with Treas. Reg. §1.409A-1(e).
	 
	1.25	 	“Plan” or “409A Plan” shall mean the Huntington Bancshares Incorporated Executive Deferred
Compensation Plan Amended and Restated October 15, 2008, which shall be evidenced by this
instrument, as it may be amended from time to time, and by any other documents that together
with this instrument define a Participant’s rights to amounts credited to his or her Account
Balance.
	 
	1.26	 	“Plan Year” shall mean (a) a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year, or (b) in the case of LTIP Amounts, the
period beginning January 1 of a calendar year and ending on the last day of the performance
cycle in which such LTIP Amounts are earned, or such other period as designated by the
Committee or Company.
	 
	1.27	 	“Restricted Stock Unit” or “RSU” shall mean any restricted stock unit award including
dividend equivalents unless otherwise determined by the Committee granted under the 2004
Huntington Bancshares Incorporated Stock and Long-Term Incentive Plan, or any new or successor
plan (including the 2007 Huntington Bancshares Incorporated Stock and Long-Term Incentive
Plan).
	 
	1.28	 	“Retirement,” “Retire(s)” or “Retired” shall mean the retirement from employment with the
Company under one or more of the retirement plans of the Company, or as otherwise defined by
the Committee.
	 
	1.29	 	“Separation from Service” shall mean a termination of services provided by a Participant to
his or her Employer, whether voluntarily or involuntarily, as determined by the Company in
accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has
experienced a Separation from Service, a Separation from Service shall occur when such
Participant has experienced a termination of employment with such Employer. A Participant
shall be considered to have experienced a termination of employment when the facts and
circumstances indicate that the Participant and his or her Employer reasonably anticipate that
either (i) no further services will be performed for the Employer after a certain date, or
(ii) that the level of bona fide services the Participant will perform for the Employer after
such date (whether as an Employee or as an independent contractor) will permanently decrease
to no more than 20% of the average level of bona fide services performed by such Participant
(whether as an Employee or an independent contractor) over the immediately preceding 36-month
period (or the
full period of services to the Employer if the Participant has been providing services to
the Employer less than 36 months).
	 
	 	 	If a Participant is on military leave, sick leave, or other bona fide leave of absence, the
employment relationship between the Participant and the Employer shall be treated as
continuing intact, provided that the period of such leave does not exceed 6 months, or if
longer, so long as the Participant retains a right to reemployment with the Employer under
an applicable statute or by contract. If the period of a military leave, sick leave, or
other bona fide leave of absence exceeds 6 months and the Participant does not retain a
right to reemployment under an applicable statute or by contract, the employment
relationship shall be considered to be terminated for purposes of this Plan as of the first
day immediately following the end of such 6-month period. In applying the provisions of
this paragraph, a leave of absence shall be considered a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform services for
the Employer.
	 
	 	 	If leave of absence is due to disability, then the applicable period described previously
shall be 29 months instead of 6 months. For this purpose, “disability” shall mean any
medically determinable physical or mental impairment that can be expected to result in death
or last a continuous period of not less than 6 months that causes the employee to be unable
to perform the duties of his or her position or a similar job.
	 
	1.30	 	“Specified Employee” shall mean any Participant who is determined to be a “key employee” (as
defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable
period, as determined annually by the Company in accordance with Treas. Reg. §1.409A-1(i). In
determining whether a Participant is a Specified Employee, the following provisions shall
apply:




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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	 	(a)	 	The Company’s identification of the individuals who fall within the definition
of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof)
shall be based upon the 12-month period ending on each December 31st
(referred to below as the “identification date”). In applying the applicable
provisions of Code Section 416(i) to identify such individuals, “compensation” shall be
determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe
harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules
provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in
Treas. Reg. §1.415(c)-2(g); and
	 
	 	(b)	 	Each Participant who is among the individuals identified as a “key employee” in
accordance with part (a) of this Section shall be treated as a Specified Employee for
purposes of this Plan if such Participant experiences a Separation from Service during
the 12-month period that begins on the April 1st following the applicable
identification date and ends March 31st of the following year.






	1.31	 	“Trust” shall mean one or more trusts established by the Company in accordance with Article
13.






	1.32	 	“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting
from (a) an illness or accident of the Participant, the Participant’s spouse, the
Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152
without regard to
paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b)
a loss of the Participant’s property due to casualty,
or (c) such other similar extraordinary and
unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as
determined by the Committee based on the relevant
facts and circumstances.
	 
	1.33	 	“Valuation Date” shall mean:






	 	(a)	 	In the case of an In-Service Distribution, the last business day of each
calendar month in which the In-Service Distribution is designated;
	 
	 	(b)	 	The last business day of the month after the month in which any other Benefit
Eligibility Date occurs other than a Separation from Service for a Specified Employee;
	 
	 	(c)	 	In the case of a Separation from Service for a Specified Employee, the date
that is the last business day of the sixth (6th) month after the month in
which the Participant experiences a Separation from Service, unless due to such
Participant’s death, in which case payment generally shall be made to the Beneficiary
as soon as practicable after the date of the Participant’s death; or
	 
	 	(d)	 	Any other date chosen by the Committee or Company to determine the value of a
Participant’s Account Balance.





ARTICLE 2




Selection, Enrollment, Eligibility





	2.1	 	Selection as a Participant. Participation in the Plan shall be limited, as
determined by the Committee in its sole discretion, to a select group of management or highly
compensated Employees. From that group, the Company shall select, in its sole discretion,
those individuals who may actually participate in this Plan.
	 
	2.2	 	Enrollment and Eligibility Requirements; Commencement of Participation.






	 	(a)	 	As a condition to participation, each selected Employee shall complete, execute
and return to the Company an Election Form, and such Employee also may execute a
Beneficiary Designation Form by the deadline(s) established by the Company in
accordance with the applicable provisions of this Plan. In addition, the Company shall
establish from time to time such other enrollment requirements as it determines, in its
sole discretion, are necessary.




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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan


(b) Each selected Employee who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Company determines that the
Employee has met all enrollment requirements set forth in this Plan, including
returning all required documents to the Company within the specified time period and in
the terms specified by the Company.




(c) If an Employee fails to meet all requirements established by the Company within
the period required, that Employee shall not be eligible to participate in the Plan
during such Plan Year.





	2.3	 	Amendment of Eligibility Criteria. Eligibility for participation in one year does
not guarantee eligibility to participate in a future year. The Committee may, in its
discretion, change the criteria for eligibility for any reason, provided however, that it is
always limited to a select group of management or highly compensated employees.





ARTICLE 3

Deferral Commitments/Company Contribution Amounts/

Company Restoration Matching Amounts/Vesting/Crediting/Taxes





	3.1	 	Minimum and Maximum Deferral.






	 	(a)	 	Annual Deferral Amount. For each Plan Year, a Participant may elect to
defer (if eligible to receive such compensation), his or her Base Salary, Bonus, LTIP
Amounts, RSUs, and/or other designated compensation, to be his or her Annual Deferral
Amount, in the following minimum amounts (unless the Company prescribes another amount)
for each deferral elected:





	 	 	 	 	 
	Deferral	 	Minimum Percentage
	Base Salary, Bonus, LTIP Amounts,
and/or Other Designated Compensation
	 	 	5	%
	RSUs

	 	 	50	%







	 	 	 	If the Company determines, in its sole discretion, prior to the beginning of a Plan
Year that a Participant has made a deferral election for less than the stated minimum
amounts, or if no election is made, the amount deferred shall be zero.
	 
	 	 	 	Additionally, for each Plan Year, a Participant may elect to defer (if eligible to
receive such compensation), his or her Base Salary, Bonus, LTIP Amounts, RSUs, and/or
other designated compensation, to be his or her Annual Deferral Amount, up to the
following maximum percentages (unless the Company prescribes another amount) for each
deferral elected:





	 	 	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary

	 	 	90	%
	Bonus

	 	 	90	%
	LTIP Amounts

	 	 	90	%
	RSUs

	 	 	90	%
	Other Designated Compensation

	 	 	90	%







	 	(b)	 	Short Plan Year. Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan Year, then to the extent required
by Section 3.2 and Code Section 409A and related Treasury





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Huntington Bancshares Incorporated

Executive Deferred Compensation Plan





	 	 	 	Regulations, the minimum and
maximum amount of the Participant’s Base Salary, Bonus, LTIP Amounts or other
designated compensation that may be deferred by the Participant for the Plan Year shall
be determined by applying the percentages set forth in Section 3.1(a) to the portion of
such compensation attributable to services performed after the date that the
Participant’s deferral election is made.
	 
	 	(c)	 	No Right to Deferrals. A Participant may elect to defer Base Salary,
Bonus, LTIP Amounts, RSUs, and/or other designated compensation only if the Company
first provides the Participant the ability to defer any such compensation. If the
Company has provided the Participant with such a right, this Plan will govern the
administration of the deferrals. This Plan does not create any right to defer Base
Salary, Bonus, LTIP Amounts, RSUs, and/or other designated compensation that the
Company has not granted previously.






	3.2	 	Timing of Deferral Elections; Effect of Election Form.






	 	(a)	 	General Timing Rule for Deferral Elections. Except as otherwise
provided in this Section 3.2, in order for a Participant to make a valid election to
defer Base Salary, Bonus, LTIP Amounts, RSUs, and/or other designated compensation, the
Participant must submit an Election Form on or before the deadline established by the
Company, which in no event shall be later than the December 31st preceding
the Plan Year in which such compensation will be earned.
	 
	 	 	 	Any deferral election for a Plan Year made in accordance with this Section 3.2(a)
shall be irrevocable as of December 31 of the preceding Plan Year in which such
compensation will be earned; provided, however, that if the Company permits or
requires Participants to make a deferral election by the deadline described above for
an amount that qualifies as Performance-Based Compensation, the Company may permit a
Participant to subsequently change his or her deferral election for such compensation
by submitting a new Election Form in accordance with Section 3.2(c) below.
	 
	 	(b)	 	Timing of Deferral Elections for Newly Eligible Plan Participants. A
selected Employee who first becomes eligible to participate in the Plan on or after the
beginning of a Plan Year, as determined in accordance with Treas. Reg.
§1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg.
§1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base
Salary, Bonus, LTIP Amounts, RSUs, and/or other designated compensation attributable to
services to be performed after such election, provided that the Participant submits an
Election Form on or before the deadline established by the Committee, which in no event
shall be later than 30 days after the Participant first becomes eligible to participate
in the Plan.
	 
	 	 	 	If a deferral election made in accordance with this Section 3.2(b) relates to
compensation earned based upon a specified performance period, the amount eligible
for deferral shall be equal to (i) the total amount of compensation for the
performance period, multiplied by (ii) a fraction, the numerator of which is the
number of days remaining in the service period after the Participant’s deferral
election is made, and the denominator of which is the total number of days in the
performance period.
	 
	 	 	 	Any deferral election made in accordance with this Section 3.2(b) shall become
irrevocable no later than the 30th day after the date the selected
Employee becomes eligible to participate in the Plan.






	 	(c)	 	Timing of Deferral Elections for Performance-Based Compensation.
Subject to the limitations described below, the Company may determine that an
irrevocable deferral election for an amount that qualifies as Performance-Based
Compensation may be made by submitting an Election Form on or before the deadline
established by the Company, which in no event shall be later than 6 months before the
end of the performance period.
	 
	 	 	 	In order for a Participant to be eligible to make a deferral election for
Performance-Based Compensation in accordance with the deadline established pursuant
to this Section 3.2(c), (i) the performance criteria must relate to a performance
period of at least 12 consecutive months, and (2) the Participant must have





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	 	 	 	performed
services continuously from the later of (i) the beginning of the performance period
for such compensation, or (ii) the date upon which the performance criteria for such
compensation are established, through the date upon which the Participant makes the
deferral election for such compensation. In no event shall a deferral election
submitted under this Section 3.2(c) be permitted to apply to any amount of
Performance-Based Compensation that has become readily ascertainable.
	 
	 	(d)	 	Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture
(e.g. certain RSUs). With respect to compensation (i) to which a Participant has a
legally binding right to payment in a subsequent year, and (ii) that is subject to a
forfeiture condition requiring the Participant’s continued services for a period of at
least 12 months from the date the Participant obtains the legally binding right, the
Company may determine that an irrevocable deferral election for such compensation may
be made by timely delivering an Election Form to the Committee in accordance with its
rules and procedures, no later than the 30th day after the Participant
obtains the legally binding right to the compensation,
provided that the election is made at least 12 months in advance of the earliest date
at which the forfeiture condition could lapse, as determined in accordance with
Treas. Reg. §1.409A-2(a)(5).
	 
	 	 	 	Any deferral election(s) made in accordance with this Section 3.2(d) shall become
irrevocable no later than the 30th day after the Participant obtains the
legally binding right to the compensation subject to such deferral election(s).






	3.3	 	Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus, LTIP Amounts, RSUs, (and any other designated
compensation) portion of the Annual Deferral Amount shall be withheld at the time the Bonus,
Commissions, LTIP Amounts, RSUs, and other compensation are or otherwise would be paid to the
Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts
shall be credited to the Participant’s Annual Account for such Plan Year at the time such
amounts would otherwise have been paid to the Participant.
	 
	3.4	 	Company Contribution Amount.






	 	(a)	 	For each Plan Year, an Employer may be required to credit amounts to a
Participant’s Annual Account in accordance with employment or other agreements entered
into between the Participant and the Employer, which amounts shall be part of the
Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be
credited to the Participant’s Annual Account for the applicable Plan Year on the date
or dates prescribed by such agreements.
	 
	 	(b)	 	For each Plan Year, an Employer, in its sole discretion, may, but is not
required to, credit any amount it desires to any Participant’s Annual Account under
this Plan, which amount shall be part of the Participant’s Company Contribution Amount
for that Plan Year. The amount so credited to a Participant may be smaller or larger
than the amount credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more other Participants
receive a Company Contribution Amount for that Plan Year. The Company Contribution
Amount described in this Section 3.4(b), if any, shall be credited to the Participant’s
Annual Account for the applicable Plan Year on a date or dates to be determined by the
Committee.
	 
	 	(c)	 	If not otherwise specified in the Participant’s employment or other agreement
entered into between the Participant and the Employer, the amount (or the method or
formula for determining the amount) of a Participant’s Company Contribution Amount
shall be set forth in writing in one or more documents, which shall be deemed to be
incorporated into this Plan, no later than the date on which such Company Contribution
Amount is credited to the applicable Annual Account of the Participant.






	3.5	 	Vesting.






	 	(a)	 	A Participant shall at all times be 100% vested in the portion of his or her
Account Balance attributable to Annual Deferral Amounts, plus amounts credited or
debited on such amounts pursuant to Section 3.6.




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Executive Deferred Compensation Plan





	 	(b)	 	A Participant shall be vested in the portion of his or her Account Balance
attributable to any Company Contribution Amounts, plus amounts credited or debited on
such amounts pursuant to Section 3.6, in accordance with the vesting schedule(s) set
forth in his or her employment agreement or any other agreement entered into between
the Participant and his or her Employer. If not addressed in such agreements, a
Participant shall vest in the portion of his or her Account Balance attributable to any
Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant
to Section 3.6, in accordance with the following schedule:






	 	 	 	 	 
	Years of Plan Participation	 	Vested Percentage
	Less than 1 year

	 	 	0	%
	At least 1 year but less than 2 years

	 	 	33	%
	At least 2 years but less than 3 years

	 	 	66	%
	At least 3 years

	 	 	100	%







	 	(c)	 	Notwithstanding anything to the contrary contained in this Section 3.5, in the
event of a Change in Control, or upon a Participant’s Separation from Service on or
after qualifying for Retirement, or death prior to Separation from Service, any amounts
that are not vested in accordance with Section 3.5(b) above, shall immediately become
100% vested.
	 
	 	(d)	 	Notwithstanding subsection 3.5(c) above, the Company has the discretion not to
accelerate the vesting provisions described in Section 3.5(b) upon a Change in Control
to the extent that the Company determines that such acceleration would cause the
deduction limitations of Section 280G of the Code to become effective. In the event of
such a determination, the Company and Participant may agree to an appropriate method to
verify the Company’s calculations with respect to the application of Section 280G.
	 
	 	(e)	 	Section 3.5(d) shall not prevent the acceleration of the vesting provisions
described in Section 3.5(b) if such Participant is entitled to a “gross-up” payment, to
eliminate the effect of the Code section 4999 excise tax, pursuant to his or her
employment agreement or other agreement entered into between such Participant and the
Employer.






	3.6	 	Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee or the Company,
in its sole discretion, amounts shall be credited or debited to a Participant’s Account
Balance in accordance with the following rules:






	 	(a)	 	Investment Funds. Unless otherwise determined by the Committee, the
Participant may elect one or more of the Investment Funds provided by the Company, in
its sole discretion
but under general direction from the Committee, for the purpose of crediting or
debiting additional amounts to his or her Account Balance. As necessary, the Company
may, in its sole discretion, discontinue, substitute or add an Investment Fund. Each
such action will take effect on such date established by the Company. One of the
Investment Funds may include a Company common stock fund. For purposes of such a
common stock fund, all dividend equivalents payable in relation to common stock will
be credited to the Participant’s Account Balance in the form of additional whole or
fractional shares of common stock.
	 
	 	(b)	 	Election of Investment Funds. A Participant, in connection with his or
her initial deferral election in accordance with Section 3.2 above, shall elect, on the
Election Form, one or more Investment Fund(s) to be used to determine the amounts to be
credited or debited to his or her Account Balance. If a Participant does not elect any
of the Investment Funds as described in the previous sentence, the Participant’s
Account Balance shall automatically be allocated into the lowest-risk Investment Fund,
as determined by the Company, in its sole discretion. The Participant may (but is not
required to) elect, by submitting an Election Form to the Company that is accepted by
the Company, to add or delete one or more Investment Fund(s) to be used to determine
the amounts to be credited or debited to his or her Account Balance, or to change the
portion of his or her Account Balance allocated to each previously or newly elected
Investment





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Executive Deferred Compensation Plan





	 	 	 	Fund. If an election is made in accordance with the previous sentence, it
shall apply as of the first business day deemed reasonably practicable by the Company,
in its sole discretion, and shall continue thereafter for each subsequent day in which
the Participant participates in the Plan, unless changed in accordance with the
previous sentence. Notwithstanding the foregoing, the Company, in its sole discretion,
may impose limitations on the frequency with which one or more of the Investment Funds
elected in accordance with this Section 3.6(b) may be added or deleted by such
Participant; furthermore, the Company, in its sole discretion, may impose limitations
on the frequency with which the Participant may change the portion of his or her
Account Balance allocated to each previously or newly elected Investment Fund.
	 
	 	(c)	 	Proportionate Allocation. In making any election described in Section
3.6(b) above, the Participant shall specify on the Election Form, in increments
specified by the Company, the percentage of his or her Account Balance or Investment
Fund, as applicable, to be allocated/reallocated.
	 
	 	(d)	 	Crediting or Debiting Method. The performance of each Investment Fund
(either positive or negative) will be determined on a daily basis based on the manner
in which such Participant’s Account Balance has been hypothetically allocated among the
Investment Funds by the Participant.
	 
	 	(e)	 	No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Investment Funds are to be used for
measurement purposes only, and a Participant’s election of any such Investment Fund,
the allocation of his or her
Account Balance thereto, the calculation of additional amounts and the crediting or
debiting of such amounts to a Participant’s Account Balance shall not be considered
or construed in any manner as an actual investment of his or her Account Balance in
any such Investment Fund. In the event that the Company or the Trustee (as that term
is defined in the Trust), in its own discretion, decides to invest funds in any or
all of the investments on which the Investment Funds are based, no Participant shall
have any rights in or to such investments themselves. Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry
only and shall not represent any investment made on his or her behalf by the Company
or the Trust; the Participant shall at all times remain an unsecured creditor of the
Company.






	3.7	 	FICA and Other Taxes.






	 	(a)	 	Annual Deferral Amounts. For each Plan Year in which an
Annual Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Salary,
Bonus, LTIP Amounts, RSUs and/or other designated compensation that is not being
deferred, in a manner determined by the Employer(s), the Participant’s share of
FICA and other employment taxes on such Annual Deferral Amount. If necessary,
the Company may reduce the Annual Deferral Amount in order to comply with this
Section 3.7(a). If necessary, the Company may reduce the Annual Deferral Amount
to provide for deferrals under the Supplemental Stock Purchase Plan, the
Supplemental Retirement Income Plan, or other nonqualified plans.
	 
	 	(b)	 	Company Contribution Amounts. When a Participant becomes
vested in a portion of his or her Account Balance attributable to any Company
Contribution Amounts, the Participant’s Employer(s) shall withhold from that
portion of the Participant’s Base Salary, Bonus, LTIP Amounts, RSUs and/or other
designated compensation that is not deferred, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
amounts. If necessary, the Committee may reduce the vested portion of the
Participant’s Company Contribution Amount, as applicable, in order to comply with
this Section 3.7(b).
	 
	 	(c)	 	Distributions. The Participant’s Employer(s), or the
trustee of the Trust, shall withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and other taxes
required to be withheld by the Employer(s), or the trustee of the Trust, in
connection with such payments, in amounts and in a manner to be determined in the
sole discretion of the Employer(s) and the trustee of the Trust.
	 
	 	(d)	 	Annual Elections. To the extent permitted by the Company,
a Participant may be able to complete a separate Election Form for each year’s
Annual





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Executive Deferred Compensation Plan





	 	 	 	Deferral Amount. If permitted by the Company, on each such Election Form,
a Participant may elect to defer a different
Annual Deferral Amount from what was deferred on a previous Election Form and
choose a different time and form of payment for that year’s Annual Deferral
Amount from what was selected on a previous Election Form, provided that such
times and forms of payment are made in accordance with Article 4. If no
Election Form is submitted for a particular year’s Annual Deferral Amount, then
the Participant shall be deemed not to have made an election to defer
compensation for that year.
	 
	 	(e)	 	Corporate Transactions. In the event that the Company
determines that any recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of common stock or other securities of the Company,
issuance of warrants or other rights to purchase common stock or other securities
of the Company, or other similar corporate transactions or events affects the
common stock, an appropriate adjustment to the Participant’s Account Balance
shall be made to prevent reduction or enlargement of the Participant’s benefits
under the Plan.





ARTICLE 4

Distributions of Benefits





	4.1	 	Distributions/Events Generally. Participants generally will not be entitled to
receive a distribution of their Account Balance until they experience a Separation from
Service with the Employer for any reason. A Participant may receive a distribution before
Separation from Service, however, in accordance with this Article 4, upon (1) an Unforeseeable
Emergency that occurs before Separation from Service, or (2) a year that has been designated
by the Participant in an Election Form and that occurs before Separation from Service. A
Participant who elects to defer compensation otherwise payable in the form of common stock of
the Company, no par value (“common stock”) shall receive the distribution of such compensation
only in the form of common stock. Any portions of the Account Balance hypothetically invested
in a Company common stock fund also will be paid in the form of common stock. All other
portions of the Account Balance will be paid in the form of cash.
	 
	4.2	 	In-Service Distributions.






	 	(a)	 	General Payments. A Participant may elect to receive the portion of
his or her Account Balance elected to be distributed as an In-Service Distribution and
all amounts credited or debited thereto, in a specified year while employed with an
Employer (an “In-Service Distribution”). The Participant may receive such an
In-Service Distribution in the amount specified on his or her Election Form only as a
lump sum.
	 
	 	 	 	If a Participant elects to receive an In-Service Distribution as a lump sum, the
amount of the lump sum payment will be based on the value of the Participant’s
Account Balance as of the Valuation Date that immediately follows the Benefit
Eligibility Date of the
designated year. The Benefit Eligibility Date for an In-Service Distribution is the
close of business as of the last business day of the month a Participant selected on
his or her Election Form for an In-Service Distribution, or such other date provided
by the Company. The distribution date generally shall be as soon as practicable
after such date, or if later, within such time frame permitted under Code Section
409A and the guidance and regulations thereunder.
	 
	 	(b)	 	Modifying In-Service Distributions. The Company, in its discretion,
may allow a Participant to modify his or her election as to the form or time of
distribution of the portion of his or her Account Balance elected to be paid in an
In-Service Distribution in a specified year and earnings thereon, if (1) such election
does not take effect until at least 12 months after the date on which the election is
made, (2) the first payment with respect to which such election is made is deferred for
a period of not less than five (5) years from the date on which such payment would
otherwise have been made, and (3) any election related to a payment to be made at a
specified date is made at least 12 months prior to the date of the first scheduled
payment. For





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Executive Deferred Compensation Plan





	 	 	 	purposes of the Plan, the term “payment” means each separate installment
and not the collective group of installment payments.
	 
	 	(c)	 	Precedence of Distributions. In the event a Participant has a
Separation from Service, Unforeseeable Emergency, or other event that triggers
distribution of benefits under this Plan, all amounts subject to an In-Service
Distribution shall be paid in accordance with other applicable provisions of the Plan
and not under this Section 4.2. If, however, a Participant made an election to
postpone an In-Service Distribution under Section 4.2(b), and the Participant
experiences a Separation from Service, the distribution will be made in accordance with
Section 4.2(b) and not Section 4.3.
	 
	 	 	 	For purposes of applying the provisions of this Section 4.2, a Participant’s election to
postpone a Scheduled Distribution shall not be considered to be made until the date on which
the election becomes irrevocable. Such an election shall become irrevocable no later than
the date that is 12 months prior to the Participant’s previously designated Benefit
Eligibility Date for such Scheduled Distribution.






	4.3	 	Distributions After Separation from Service.






	 	(a)	 	Generally. If a Participant experiences a Separation from Service with
an Employer, the provisions of this Section 4.3 shall apply to the distribution of the
Participant’s Account Balance. The Participant may elect, in his or her Election Form
to receive such benefits payable upon a Separation from Service that is a Retirement as
either a lump sum or pursuant to the Annual Installment Method over a period not to
exceed 10 years. If Separation from Service is not a Retirement, such payments shall
be made in a lump sum or pursuant to the Annual Installment Method over a period not to
exceed 3 years. If no election is made as to the form of payment, then payment shall
be made as a lump sum.
	 
	 	(b)	 	Lump Sum. If payment of a Participant’s Account Balance is to be made
to the Participant in a lump sum, the lump sum payment generally shall be made on or as
soon as administratively practicable after the Valuation Date.
	 
	 	(c)	 	Installments. If payment of a Participant’s Account Balance is to be
made to the Participant in annual installments, the distribution of the first annual
installment payment generally shall be made on or as soon as administratively
practicable after the Valuation Date. The amount of this first installment payment
shall be based on the value of the Participant’s Account Balance as of the Valuation
Date. Each subsequent installment payment generally shall be paid in accordance with
the Annual Installment Method described in Section 1.4.
	 
	 	(d)	 	Modifying Separation from Service Distributions. The Employer, in its
discretion, may allow a Participant to modify his election as to the form or time of
distribution of his entire Account Balance, and earnings thereon, if (1) such election
does not take effect until at least 12 months after the date on which the election is
made, (2) the first payment with respect to which such election is made is deferred for
a period of not less than 5 years from the date on which such payment would otherwise
have been made, and (3) such election is made at least 12 months before the Benefit
Eligibility Date that otherwise would have applied to the Participant’s Account
Balance. For purposes of the Plan, the term “payment” means each separate installment
and not the collective group of installment payments.






	4.4	 	Unforeseeable Emergency. Upon finding that a Participant has suffered an
Unforeseeable Emergency, the Committee may, in its sole discretion, make distributions from
the Participant’s Account Balance and/or allow a Participant to suspend the elections made on
his or her Election Form entirely. The amount of such distribution shall be limited to the
amount necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into account the extent
to which such hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the extent the
liquidation of such assets would





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Executive Deferred Compensation Plan





	 	 	not itself cause severe financial hardship). Any
distribution pursuant to this Section 4.4 shall be payable in a lump sum. The distribution
shall be paid within 30 days after the determination of an Unforeseeable Emergency.
	 
	4.5	 	Automatic Cash-Out. In the event a Participant’s Account Balance at the time
distribution begins, or following a distribution or an installment payment, is two times the
then current limit under Code Section 402(g) or less, that balance shall be paid to the
Participant or his Beneficiary in a lump sum on the next annual installment distribution date
notwithstanding any form of benefit payment elected by the Participant.
	 
	4.6	 	Withholding for Taxes. To the extent required by the law in effect at the time
payments are made, an Employer shall withhold from the
payments made hereunder any taxes required to be withheld by the federal or any state or
local government, including any amounts which the Employer determines is reasonably
necessary to pay any generation-skipping transfer tax which is or may become due. A
Beneficiary, however, may elect not to have withholding of federal income tax pursuant to
Code Section 3405(a)(2).
	 
	4.7	 	Payment to Guardian. The Committee may direct payment to the duly appointed
guardian, conservator or other similar legal representative of a Participant or Beneficiary to
whom payment is due. In the absence of such a legal representative, the Committee may, in its
sole and absolute discretion, make payment to a person having the care and custody of a minor,
an incompetent or a person incapable of handling the disposition of property upon proof
satisfactory to the Committee of incompetency, status as a minor, or incapacity. Such
distribution shall completely discharge the Company from all liability with respect to such
benefit.





ARTICLE 5

Death Benefit





	5.1	 	Death Benefit. In the event of a Participant’s death prior to the complete
distribution of his or her vested Account Balance, the Participant’s Beneficiary(ies) shall
receive the Participant’s unpaid vested Account Balance in a lump sum payment (the “Death
Benefit”). The Death Benefit shall be calculated as of the close of business on the Valuation
Date for such benefit, which shall be the date on which the Company is provided with proof
that is satisfactory to the Company of the Participant’s death.
	 
	5.2	 	Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s
Beneficiary(ies) no later than 60 days after the Participant’s Benefit Eligibility Date.





ARTICLE 6

Beneficiary Designation





	6.1	 	Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary designation under any
other plan of an Employer in which the Participant participates.




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Executive Deferred Compensation Plan





	6.2	 	Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his
or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning
it to the Company or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Company’s rules and procedures, in effect from time to time. If the
Participant names someone other than his or her spouse as a Beneficiary, the Company may, in
its sole discretion, determine that spousal consent is required to be provided in a form
designated by the Company, executed by such Participant’s spouse and returned to the Company.
Upon the acceptance by the Company of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Company shall be entitled to rely on the
last Beneficiary Designation Form filed by the Participant and accepted by the Company prior
to his or her death.
	 
	6.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Company or its designated agent.
	 
	6.4	 	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 6.1, 6.2 and 6.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If
the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant’s
estate.
	 
	6.5	 	Doubt as to Beneficiary. If the Company has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Company shall have the right, exercisable in
its discretion, to cause the Participant’s Employer to withhold such payments until this
matter is resolved to the Company’s satisfaction.
	 
	6.6	 	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Company from all further
obligations under this Plan with respect to the Participant.





ARTICLE 7

Leave of Absence





	7.1	 	Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer
to take a paid leave of absence from the employment of the Employer, and such leave of absence
does not constitute a Separation from Service, (a) the Participant shall continue to be
considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral
Amount shall continue to be withheld during such paid leave of absence in accordance with
Section 3.2.
	 
	7.2	 	Unpaid Leave of Absence. If a Participant is authorized by the Participant’s
Employer to take an unpaid leave of absence from the employment of the Employer for any
reason, and such leave of absence does not constitute a Separation from Service, such
Participant shall continue to be eligible for the benefits provided under the Plan. During
the unpaid leave of absence, the Participant shall not be allowed to make any additional
deferral elections. However, if the Participant returns to employment, the Participant may
elect to defer an Annual Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant in the Plan, provided such
deferral elections are otherwise allowed and an Election Form is delivered to and accepted by
the Committee for each such election in accordance with Section 3.2 above.




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ARTICLE 8

Change in Control




          If the Company determines that it is probable that a Change in Control may occur within the
6-month period immediately following the date the Company made such a determination, or if a Change
in Control in fact occurs in those situations where the Company has not otherwise made such a
determination, the Company may make a contribution to the Trust (if in existence at the date of
determination or the date of the Change in Control, as the case may be) in accordance with the
provisions of the Trust. Solely, for purposes of determining the amount of such contribution (but
in no way limiting the Company’s liability under the Plan as determined under the provision of the
Plan), the Company’s total liability under the Plan shall be equal to the value of all Account
Balances established under the Plan, which remain unpaid by the Company as of the date of
determination or the date of the Change in Control, as the case may be, whether or not amounts are
otherwise currently payable to the Participants or Beneficiaries under the Plan. All such
contributions shall be made as soon as possible after the date of determination or of the Change of
Control, as the case may be, and shall be made in cash or common stock of the Company. Further,
the Company may, in its discretion, make other contributions to the Trust from time-to-time for
purposes of providing benefits hereunder, whether or not a Change in Control has occurred or may
occur.




ARTICLE 9

Termination of Plan, Amendment or Modification





	9.1	 	Termination of Plan. The Committee reserves the right to terminate the Plan with
respect to all Participants, including Participants of a participating employer. In the event
of a Plan termination no new deferral elections shall be permitted for the affected
Participants and such Participants shall no longer be eligible to receive new company
contributions. However, after the Plan termination the Account Balances of such Participants
shall continue to be credited with Annual Deferral Amounts attributable to a deferral election
that was in effect prior to the Plan termination to the extent deemed necessary to comply with
Code Section 409A and related Treasury Regulations, and additional amounts shall continue to
credited or debited to such Participants’ Account Balances pursuant to Section 3.6. The
Investment Funds available to Participants following the termination of the Plan shall be
comparable in number and type to those Investment Funds available to Participants in the
Plan Year preceding the Plan Year in which the Plan termination is effective. In addition,
following a Plan termination, Participant Account Balances shall remain in the Plan and
shall not be distributed until such amounts become eligible for distribution in accordance
with the other applicable provisions of the Plan. Notwithstanding the preceding sentence,
to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that
upon termination of the Plan, all Account Balances of the Participants shall be distributed,
subject to and in accordance with any rules established by such Employer deemed necessary to
comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).






	9.2	 	Amendment. The Committee may, at any time, amend or modify the Plan in whole or in
part. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to
decrease the value of a Participant’s vested Account Balance in existence at the time the
amendment or modification is made, and (ii) no amendment or modification of this Section 9.2
or Section 10.2 of the Plan shall be effective.






	9.3	 	Effect of Payment. The full payment of the Participant’s vested Account Balance in
accordance with the applicable provisions of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under this Plan.





ARTICLE 10

Administration





	10.1	 	Administrative Duties. Except as otherwise provided in this Article 10, this Plan
shall be administered by the Company, which from time to time will provide a report
summarizing the administration of this Plan to the Committee. Both the Committee and the
Company shall also have the discretion and authority to interpret the Plan, to prescribe,
amend and rescind any rules, forms and procedures as it deems




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	 	 	necessary or appropriate for the
proper administration of the Plan and to make any other determinations, including factual
determinations, and take such other actions as it deems necessary or advisable in carrying out
its duties under the Plan. The Company may seek from the Committee final resolution of any
ambiguous or unresolved issue that arises in the administration of the Plan. Any individual
serving on the Committee who is a Participant shall not vote or act on any matter relating
solely to himself or herself. When making a determination or calculation, the Committee or
Company, as applicable, shall be entitled to rely on information furnished by a Participant or
an Employer.






	10.2	 	Administration Upon Change In Control. Within 120 days following a Change in Control,
the Company immediately prior to the Change in Control (whether or not such individuals are
members of the Company following the Change in Control) may, by written consent of the
majority of such individuals, appoint an independent third party administrator (the
“Administrator”) to perform any or all of the
Company’s duties described in Section 10.1 above, including without limitation, the power to
determine any questions arising in connection with the administration or interpretation of
the Plan, and the power to make benefit entitlement determinations. Upon and after the
effective date of such appointment, (a) the Company must pay all reasonable administrative
expenses and fees of the Administrator, and (b) the Administrator may only be terminated
with the written consent of the majority of Participants with an Account Balance in the Plan
as of the date of such proposed termination.
	 
	10.3	 	Agents. In the administration of this Plan, the Company or the Administrator, as
applicable, may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed representative) and may from
time to time consult with counsel.
	 
	10.4	 	Binding Effect of Decisions. The decision or action of the Committee, Company or
Administrator, as applicable, with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.
	 
	10.5	 	Indemnity of Company. The Company shall indemnify and hold harmless any Employee to
whom the duties of the Company may be delegated, and the Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any action or failure to act
with respect to this Plan, except in the case of willful misconduct by any such Employee or
the Administrator.
	 
	10.6	 	Employer Information. To enable the Company and/or Administrator to perform its
functions, the Company and each Employer shall supply full and timely information to the
Company and/or Administrator, as the case may be, on all matters relating to the Plan, the
Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the
compensation of its Participants, the date and circumstances of the Separation from Service,
Disability or death of its Participants, and such other pertinent information as the Company
or Administrator may reasonably require.





ARTICLE 11

Other Benefits and Agreements





	11.1	 	Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the Participant’s Employer.
The Plan shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.




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ARTICLE 12

Claims Procedures





	12.1	 	Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the
Company a written claim for a determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was received by the
Claimant. All other claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.






	12.2	 	Notification of Decision. The Company shall consider a Claimant’s claim within a
reasonable time, but no later than 90 days after receiving the claim. If the Company
determines that special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the termination of
the initial 90 day period. In no event shall such extension exceed a period of 90 days from
the end of the initial period. The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Company expects to render the benefit
determination. The Company shall notify the Claimant in writing:






	 	(a)	 	that the Claimant’s requested determination has been made, and that the claim
has been allowed in full; or
	 
	 	(b)	 	that the Company has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim, or any part
of it;
	 
	 	(ii)	 	specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
	 
	 	(iii)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;
	 
	 	(iv)	 	an explanation of the claim review procedure set forth in
Section 12.3 below; and
	 
	 	(v)	 	a statement of the Claimant’s right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.






	12.3	 	Review of a Denied Claim. On or before 60 days after receiving a notice from the
Company that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Company a written request for a review of the
denial of the claim. The Claimant (or the Claimant’s duly authorized representative):






	 	(a)	 	may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claim for benefits;
	 
	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	(c)	 	may request a hearing, which the Company, in its sole discretion, may grant.






	12.4	 	Decision on Review. The Company shall render its decision on review promptly, and no
later than 60 days after the Company receives the Claimant’s written request for a review of
the denial of the claim. If the Company determines that special circumstances require an
extension of time for processing the claim, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial 60 day period. In no event shall such
extension exceed a period of 60 days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the date by which
the Company expects to render the benefit determination. In rendering its decision, the
Company shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination. The decision must be
written in a manner calculated to be understood by the Claimant, and it must contain:




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Executive Deferred Compensation Plan





	 	(a)	 	specific reasons for the decision;
	 
	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon which the decision
was based;
	 
	 	(c)	 	a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the Claimant’s
claim for benefits; and
	 
	 	(d)	 	a statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).





          The Company has the right, but not the obligation, to confer with the Committee concerning
any appeal.





	12.5	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article 12 is a mandatory prerequisite to a Claimant’s right to commence any legal action with
respect to any claim for benefits under this Plan. 





ARTICLE 13

Trust





	13.1	 	Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participants and their Beneficiaries under the Plan, the Company, unless
otherwise specified by the Company, has established or may establish a rabbi trust in
accordance with Revenue Procedure 92-64, to which each Employer may, in its discretion,
contribute cash or other property, including securities issued by the Company, to provide for
the benefit payments under the Plan (the “Trust”).
	 
	13.2	 	Interrelationship of the Plan and the Trust. The provisions of the Plan and the
Participant’s Election Form shall govern the rights of a Participant to receive distributions
pursuant to the Plan. If a Participant’s Election Form could be construed to be in
contradiction of or different from the terms of the Plan, the Plan controls. The provisions
of the Trust shall govern the rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. Each Employer shall at all times remain
liable to carry out its obligations under the Plan.
	 
	13.3	 	Distributions From the Trust. Each Employer’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer’s obligations under this Plan.





ARTICLE 14

Miscellaneous





	14.1	 	Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted (a) to the extent possible in a
manner consistent with the intent described in the preceding sentence, and (b) in accordance
with Code Section 409A and related Treasury guidance and Regulations.
	 
	14.2	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or
assets of an Employer. For purposes of the payment of benefits under this Plan, any and all
of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of
the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.




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	14.3	 	Employer’s Liability. An Employer’s liability for the payment of benefits shall be
defined only by the Plan. An Employer shall have no obligation to a Participant under the
Plan except as expressly provided in the Plan.
	 
	14.4	 	Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise, except as provided in Section 14.15 of this Plan regarding domestic
relations orders.
	 
	14.5	 	Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the service of any
Employer as an Employee or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.
	 
	14.6	 	Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder.
	 
	14.7	 	Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.
	 
	14.8	 	Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.
	 
	14.9	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of Delaware without regard to its
conflicts of laws principles.
	 
	14.10	 	Notice. Any notice or filing required or permitted to be given to the Committee or
Company under this Plan shall be sufficient if in writing and hand-delivered, sent by
registered or certified mail, or sent electronically, to the individual or address below:




Huntington Bancshares Incorporated

Attn: Compensation Director

41 South High Street

Columbus, Ohio 43215





	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.





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	14.11	 	Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and the
Participant’s designated Beneficiaries.
	 
	14.12	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate succession.
	 
	14.13	 	Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.
	 
	14.14	 	Incompetent. If the Company determines in its discretion that a benefit under this
Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that person’s property, the Company may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Company may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the Participant
and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Plan for such payment amount.
	 
	14.15	 	Domestic Relations Orders. If necessary to comply with a domestic relations order,
as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a
spouse or former spouse of a Participant has an interest in the Participant’s benefits under
the Plan, the Committee shall have the right to immediately distribute the spouse’s or former
spouse’s interest in the Participant’s benefits under the Plan to such spouse or former
spouse.
	 
	14.16	 	Distribution in the Event of Income Inclusion Under Code Section 409A. If any
portion of a Participant’s Account Balance under this Plan is required to be included in
income by the Participant prior to receipt due to a failure of this Plan to comply with the
requirements of Code Section 409A and related Treasury Regulations, the Committee may
determine that such Participant shall receive a distribution from the Plan in an amount equal
to the lesser of (i) the portion of his or her Account Balance required to be included in
income as a result of the failure of the Plan to comply with the requirements of Code Section
409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance.
	 
	14.17	 	Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates
that the Employer’s deduction with respect to any distribution from this Plan would be limited
or eliminated by application of Code Section 162(m), then to the extent permitted by Treas.
Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the
entire amount of any distribution from
this Plan is deductible. Any amounts for which distribution is delayed pursuant to this
Section shall continue to be credited/debited with additional amounts in accordance with
Section 3.65. The delayed amounts (and any amounts credited thereon) shall be distributed
to the Participant (or his or her Beneficiary in the event of the Participant’s death) at
the earliest date the Employer reasonably anticipates that the deduction of the payment of
the amount will not be limited or eliminated by application of Code Section 162(m). In the
event that such date is determined to be after a Participant’s Separation from Service and
the Participant to whom the payment relates is determined to be a Specified Employee, then
to the extent deemed necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed
payment shall not made before the end of the six-month period following such Participant’s
Separation from Service.
	 
	14.18	 	Correction of Code Section 409A Compliance Errors. If an Employer unintentionally
fails to operate this Plan or follow the terms of this Plan in such a way that is not
compliant with Code Section 409A, the Employer may take





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	 	 	any steps necessary to correct the
error, as provided in Internal Revenue Service Notice 2007-100 or other applicable guidance.




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APPENDIX A




LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE AVAILABLE IN

ACCORDANCE WITH NOTICE 2006-79 AND 2007-86



The capitalized terms below shall have the same meaning as provided in Article 1 of the Plan.



Opportunity to Make New (or Revise Existing) Distribution Elections. Notwithstanding the
required deadline for the submission of an initial distribution election under the terms of the
Plan, the Company shall, to the extent permitted by Notice 2006-79 and Notice 2007-86, provide a
limited period in which Participants may make new distribution elections, or revise existing
distribution elections, with respect to amounts subject to the terms of the Plan, by submitting an
Election Form on or before the deadlines established by the Company, as follows:





	(1)	 	A Participant may submit an Election Form on or before December 31, 2006, provided that such
election (a) applies to amounts that would not otherwise be payable in calendar year 2006, and
(b) does not cause an amount to be paid in calendar year 2006 that would not otherwise be
payable in such year;
	 
	(2)	 	A Participant may submit an Election Form on or before December 31, 2007, provided that such
election (a) applies to amounts that would not otherwise be payable in calendar year 2007, and
(b) does not cause an amount to be paid in calendar year 2007 that would not otherwise be
payable in such year;
	 
	(3)	 	A Participant may submit an Election Form on or before December 31, 2008, provided that such
election (a) applies to amounts that would not otherwise be payable in calendar year 2008, and
(b) does not cause an amount to be paid in calendar year 2008 that would not otherwise be paid
in such year.




Any distribution election(s) made by a Participant, and accepted by the Company, in accordance with
this Appendix A shall not be treated as a change in either the form or timing of a Participant’s
benefit payment for purposes of Code Section 409A or the Plan.





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