EX-10.2






EXECUTIVE AGREEMENT




This is an Agreement among Huntington Bancshares Incorporated, a Maryland
corporation with its principal office located at the Huntington Center, 41 South High Street,
Columbus, Ohio 43215, and its Subsidiaries (individually and collectively, the “Corporation”) and
Stephen D. Steinour, effective as of January 14, 2009.



Recitals:




The Corporation considers the establishment and maintenance of a sound and vital management to
be part of its overall corporate strategy and to be essential to protecting and enhancing the
interests of the Corporation and its shareholders. As part of this corporate strategy, the
Corporation wishes to act to retain its key executive officers notwithstanding any actual or
threatened change in control of the Corporation.



The Executive is a key executive officer of the Corporation or one of its Subsidiaries and the
Executive’s services, experience and knowledge of the affairs of the Corporation, and reputation
and contacts in the industry are extremely valuable to the Corporation. The Executive’s continued
dedication, availability, advice, and counsel to the Corporation are deemed important to the
Corporation, its Board of Directors (the “Board”), and its shareholders. It is, therefore, in the
best interests of the Corporation to secure the continued services of the Executive notwithstanding
any actual or threatened change in control of the Corporation. Accordingly, the Board has approved
this Agreement with the Executive and authorized its execution and delivery on behalf of the
Corporation.



Agreement:




1. Term of Agreement. This Agreement will begin on the date entered above and will continue
in effect through December 31, 2009. On December 31, 2009, and on the anniversary date of each
term thereafter (a “Renewal Date”), the term of this Agreement will be extended automatically for
an additional one-year period unless, not later than 30 days prior to such Renewal Date, the
Corporation gives written notice to the Executive that it has elected not to extend this Agreement.
Notwithstanding the above, if a “Change of Control” (as defined herein) of the Corporation occurs
during the term of this Agreement, the term of this Agreement will be extended for 36 months beyond
the end of the month in which any such Change of Control occurs.



2. Definitions. The following defined terms shall have the meanings set forth below, for
purposes of this Agreement:




(a) Annual Award. “Annual Award” means the cash payment paid or payable to the
Executive with respect to a fiscal year under the Corporation’s Management Incentive Plan.




(b) Base Annual Salary. “Base Annual Salary” means the greater of (1) the highest
annual rate of base salary in effect for the Executive during the 12 month period
immediately prior to a Change of Control or, (2) the annual rate of base salary in effect at
the time Notice of Termination is given (or on the date employment is terminated if no
Notice of Termination is required).




(c) Cause. “Cause” means any of the following:




(1) The Executive shall have committed a felony or an intentional act of gross
misconduct, moral turpitude, fraud, embezzlement, or theft in connection with the
Executive’s duties or in the course of the Executive’s employment with the
Corporation or any Subsidiary, and the Board shall have determined that such act is
materially harmful to the Corporation;




(2) The Corporation or any Subsidiary shall have been ordered or directed by
any federal or state regulatory agency with jurisdiction to terminate or suspend the
Executive’s employment and such order or directive has not been vacated or reversed
upon appeal; or




(3) After being notified in writing by the Board to cease any particular
Competitive Activity (as defined herein), the Executive shall have continued such
Competitive Activity and the Board shall have determined that such act is materially
harmful to the Corporation.




For purposes of this Agreement, no act or failure to act on the part of the Executive
shall be deemed “intentional” if it was due primarily to an error in judgment or negligence,
but shall be deemed “intentional” only if done or omitted to be done by the Executive not in
good faith and without reasonable belief that the Executive’s action or omission was in the
best interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for “Cause” under this Agreement unless and until there shall
have been delivered to the Executive a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the Board at a meeting called and held for such
purposes, after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive’s counsel (if the Executive chooses to have counsel present at
such meeting), to be heard before the Board, finding that, in the good faith opinion of the
Board, the Executive had committed an act constituting “Cause” as defined in this Agreement
and specifying the particulars of the act constituting “Cause” in detail. Nothing in this
Agreement will limit the right of the Executive or the Executive’s beneficiaries to contest
the validity or propriety of any such determination.




(d) Change of Control. “Change of Control” means the occurrence of any of the
following:




(1) Any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act as in effect as of the date of this Agreement), other than the
Corporation or any “person” who as of the Effective Date is a director or officer of
the Corporation or whose shares of Common Stock of the Corporation are treated as
“beneficially owned” (as such term is used in Rule 13d-3 of the Exchange Act as in
effect as of the Effective Date) by any such director or officer, becomes the
beneficial owner, directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation’s then
outstanding securities; or




(2) Individuals who, as of the Effective Date, constitute the Board of
Directors of the Corporation (the “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 though such 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 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; or




(3) Any of the following occurs:




(A) a merger or consolidation of the Corporation, other than a merger
or consolidation in which the voting securities of the Corporation
immediately prior to the merger or consolidation continue to represent
(either by remaining outstanding or being converted into securities of the
surviving entity) 51% or more of the combined voting power of the
Corporation or surviving entity immediately after the merger or
consolidation with another entity;




(B) a sale, exchange, lease, mortgage, pledge, transfer, or other
disposition (in a single transaction or a series of related transactions) of
all or substantially all of the assets of the Corporation which shall
include, without limitation, the sale of assets or earning power aggregating
more than 50% of the assets or earning power of the Corporation on a
consolidated basis;




(C) a liquidation or dissolution of the Corporation;




(D) a reorganization, reverse stock split, or recapitalization of the
Corporation which would result in any of the foregoing; or




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




(e) Change Year. “Change Year” means the fiscal year in which a Change of Control
occurs.




(f) Competitive Activity. “Competitive Activity” means that Executive’s participation,
without the written consent of an officer of the Corporation, in the management of any
business enterprise if such enterprise engages in substantial and direct competition with
the Corporation and such enterprise’s revenues derived from any product or service
competitive with any product or service of the Corporation amounted to 10% or more of such
enterprise’s revenues for its most recently completed fiscal year and if the Corporation’s
revenues for such product or service amounted to 10% of the Corporation’s revenues for its
most recently completed fiscal year. “Competitive Activity” will not include (i) the mere
ownership of securities in any such enterprise and the exercise of rights appurtenant
thereto and (ii) participation in the management of any such enterprise other than in
connection with the competitive operations of such enterprise.




(g) Disability; Disabled. “Disability” or “Disabled” means that, as a result of the
Executive’s incapacity due to physical or mental illness, the Executive shall be eligible
for the receipt of benefits under the Corporation’s long term disability plan.




(h) Employee Benefits. “Employee Benefits” means the perquisites, benefits, and
service credit for benefits as provided under any and all employee retirement income and
welfare benefit policies, plans, programs, or arrangements in which the Executive is
entitled to participate, including without limitation any stock option, stock purchase,
restricted stock, stock appreciation, interim awards and accrued and unpaid bonuses under
the Management Incentive Plan, accrued and unpaid bonuses under the Long-Term Incentive
Plan, other awards under Stock and Incentive Plans, savings, pension, supplemental executive
retirement, or other retirement income or welfare benefit, deferred compensation, incentive
compensation, group or other life, health, medical/hospital, or other insurance (whether
funded by actual insurance or self-insured by the Corporation), disability, salary
continuation, expense reimbursement, and other employee benefit policies, plans, programs,
or arrangements that may now exist or any equivalent successor policies, plans, programs, or
arrangements that may be adopted hereafter, providing perquisites, benefits, and service
credit for benefits at least as great in a monetary equivalent as are payable thereunder
prior to a Change in Control.




(i) Employment Agreement. “Employment Agreement” means an executed employment
agreement between the Corporation and the Executive.




(j) Good Reason. “Good Reason” means the occurrence of any one or more of the
following:




(1) The assignment to the Executive after a Change in Control of the
Corporation of duties which are materially different from or inconsistent with the
duties, responsibilities, and status of the Executive’s position at any time during
the 12 month period prior to such Change of Control, or which result in a
significant change in the Executive’s authority and responsibility as a senior
executive of the Corporation;




(2) A reduction by the Corporation in the Executive’s Base Annual Salary as of
the day immediately prior to a Change of Control of the Corporation, or the failure
to grant salary increases and bonus payments on a basis comparable to those granted
to other executives of the Corporation, or a reduction of the Executive’s Annual
Award and Long-Term Award potential which existed immediately prior to such Change
of Control under the Corporation’s Management Incentive Plan, Long-Term Incentive
Plan, or any successor plans;




(3) A demand by the Corporation that the Executive relocate to a location in
excess of 35 miles from the location where the Executive is currently based, or in
the event of any such relocation with the Executive’s express written consent, the
failure of the Corporation or a Subsidiary to pay (or reimburse the Executive for)
all reasonable moving expenses incurred by the Executive relating to a change of
principal residence in connection with such relocation and to indemnify the
Executive against any loss in the sale of the Executive’s principal residence in
connection with any such change of residence, all to the effect that the Executive
shall incur no loss on an after tax basis;




(4) The failure of the Corporation to obtain a satisfactory agreement from any
successor to the Corporation to assume and agree to perform this Agreement, as
contemplated in Section 15 of this Agreement;




(5) The failure of the Corporation to provide the Executive with substantially
the same Employee Benefits that were provided to him immediately prior to the Change
in Control, or with a package of Employee Benefits that, though one or more of such
benefits may vary from those in effect immediately prior to such Change in Control,
is substantially comparable in all material respects to such Employee Benefits taken
as a whole; or




(6) Any reduction in the Executive’s compensation or benefits or adverse change
in the Executive’s location or duties, if such reduction or adverse change occurs at
any time after the commencement of any discussion with a third party relating to a
possible Change of Control of the Corporation involving such third party, if such
reduction or adverse change is in contemplation of such possible Change of Control
and such Change of Control is actually consummated within 12 months after the date
of such reduction or adverse change.




The existence of Good Reason shall not be affected by the Executive’s incapacity due to
physical or mental illness. The Executive’s continued employment shall not constitute a
waiver of the Executive’s rights with respect to any circumstance constituting Good Reason
under this Agreement. The Executive’s determination of Good Reason shall be conclusive and
binding upon the parties to this Agreement provided such determination has been made in good
faith. Notwithstanding anything to the contrary in this Agreement, in the event that the
Executive is serving as Chairman and/or Chief Executive Officer of the Corporation
immediately prior to the Change of Control, the occurrence of the Change of Control shall be
conclusively deemed to constitute Good Reason.




(k) Incentive Group. “Incentive Group” means the group or category into which an
Executive is placed pursuant to the Corporation’s Management Incentive Plan or Long-Term
Incentive Plan, as the case may be.




(l) Long-Term Award. “Long-Term Award” means the total amount paid or payable to the
Executive pursuant to the Long-Term Performance Award provisions described in Article 11 of
the Long-Term Incentive Plan and any similar provisions under a successor plan.




(m) Long-Term Incentive Plan. “Long-Term Incentive Plan” means the Corporation’s 2007
Stock and Long-Term Incentive Plan, as well as any successor plan.




(n) Management Incentive Plan. “Management Incentive Plan” means the Corporation’s
Management Incentive Plan, which is effective for plan years beginning on or after January
1, 2004, and any successor plan.




(o) Notice of Termination. “Notice of Termination” means a written notice indicating
the specific termination provision in this Agreement relied upon and setting forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of
the employment under the provision so indicated.




(p) Performance Cycle. “Performance Cycle” means the time period designated by the
Corporation’s Compensation Committee for each Long-Term Award.




(q) Performance Goals. “Performance Goals” means the written objective performance
goals and criteria determined as applicable either pursuant to the Management Incentive Plan
or the Long-Term Awards.




(r) Release. “Release” shall mean a general release that releases, waives, remises,
and forever discharges the Corporation from any and all claims that the Executive has
against the Corporation, including any claims arising under state or federal statute,
including all state and federal employment discrimination laws including, but not limited
to, Ohio Revised Code Chapter 4112 and Title VII of the Civil Rights Act of 1964; the Age
Discrimination in Employment Act; the Employee Retirement Income Security Act; and any
applicable state, local, or common laws of similar intent, without exception. For purposes
of the Release, the “Corporation” includes the Corporation as it is defined in this
Agreement and as further defined to include all of the Corporation’s past, present, and
future assigns, successors, affiliates, parent and subsidiary organizations, divisions and
corporations, officers, directors, shareholders, employees, and agents of the same, as well
as their heirs, executors, administrators, successors, assigns, and other personal
representatives, individually and in their respective corporate and personal capacities.




(s) Retirement. “Retirement” means having reached normal retirement age as defined in
the Corporation’s qualified pension plan.




(t) Severance Benefits. “Severance Benefits” means the benefits described in Section 4
of this Agreement, as adjusted by the applicable provisions of Section 5 of this Agreement.




(u) Stock and Incentive Plans. “Stock and Incentive Plans” means the Long-Term
Incentive Plan and any other stock and long-term incentive plans that the Corporation may
adopt from time to time.




(v) Subsidiary and Subsidiaries. “Subsidiary” means any corporation, bank, or other
entity, a majority of the voting control of which is directly or indirectly owned or
controlled at the time by the Corporation. “Subsidiaries” means more than one Subsidiary.




(w) Transition Pay Plan. “Transition Pay Plan” means the Transition Pay Plan of the
Corporation in effect as of the Effective Date of this Agreement, as well as any successor
or replacement plan.



3. Eligibility for Severance Benefits. The Corporation or its successor shall pay or provide
to the Executive the Severance Benefits if the Executive’s employment is terminated voluntarily or
involuntarily during the term of this Agreement, either:




(a) by the Corporation (1) at any time within 36 months after a Change of Control of
the Corporation, or (2) at any time prior to a Change of Control but after the commencement
of any discussions with a third party relating to a possible Change of Control of the
Corporation involving such third party, if such termination is in contemplation of such
possible Change of Control and such Change of Control is (x) actually consummated within 12
months after the date of such termination and (y) a “change in control event” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (such
a termination, an “Anticipatory without Cause Termination”), in either case unless the
termination is on account of the Executive’s death or Disability or for Cause, provided
that, in the case of a termination on account of the Executive’s Disability or for Cause,
the Corporation shall give Notice of Termination to the Executive with respect thereto; or




(b) by the Executive for Good Reason (1) at any time within 36 months after a Change of
Control of the Corporation or (2) at any time after the commencement of any discussions with
a third party relating to a possible Change of Control of the Corporation involving such
third party, if such Change of Control is (x) actually consummated within 12 months after
the date of such termination and (y) a “change in control event” within the meaning of
Section 409A of Code (such a termination, an “Anticipatory Good Reason Termination” and,
together, with an Anticipatory without Cause Termination, an “Anticipatory Termination”),
and, in any such case, provided that the Executive shall give Notice of Termination to the
Corporation with respect thereto.



For purposes of clarity, with respect to Section 3 above, an Executive who is collecting
Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no
longer Disabled will be eligible for benefits under this Agreement if, in the period extending from
12 months before the Change of Control to 36 months after the Change of Control, either of the
following occur: (1) the Executive attempts to return to his position, and no such position is
available, or (2) the Executive returns to employment and is subsequently terminated pursuant to
Section 3(a) or Section 3(b) above.



4. Severance Benefits. The Executive, if eligible under Section 3, shall receive the
following Severance Benefits, adjusted by the applicable provisions of Section 5 (in addition to
other Employee Benefits that the Executive was otherwise entitled to):




(a) Base Annual Salary. In addition to any accrued compensation payable as of the
Executive’s termination of employment (either by reason of an Employment Agreement or
otherwise), a lump sum cash amount equal to the Executive’s Base Annual Salary, multiplied
by 3.0.




(b) Annual Incentive Compensation. In addition to any interim award that the
Corporation owes to the Executive under Article VII of the Corporation’s Management
Incentive Plan (or any similar provisions in a successor to the Management Incentive Plan),
the Executive shall be paid a lump sum cash amount equal to 3.0 times the greater of the
target Annual Award for the Executive’s Incentive Group for (1) the calendar year during
which the Change of Control occurs or (2) the calendar year immediately preceding the
calendar year in which the Change of Control occurs. In order to be entitled to a payment
pursuant to this Section 4(b), the Executive must have been a participant in the
Corporation’s Management Incentive Plan at some time during the calendar year in which the
Change of Control occurred or the calendar year immediately preceding the calendar year in
which the Change of Control occurred.




(c) Long-Term Incentive Compensation. In addition to any prorated Long-Term Awards
that the Corporation owes the Executive under Article 17 of the Long-Term Incentive Plan (or
any similar provisions in a successor to the Long-Term Incentive Plan) for any uncompleted
Performance Cycles, the Executive shall be paid a lump sum cash amount equal to 1.0 times
the greater of the target Long-Term Award for the Executive’s Incentive Group for (1) the
most recent Performance Cycle during which the Change of Control occurs or (2) the
Performance Cycle immediately preceding the most recent Performance Cycle in which the
Change of Control occurs. In order to be entitled to a payment pursuant to this Section
4(c), the Executive must have been a participant in the Corporation’s Long-Term Incentive
Plan at some time during the most recent Performance Cycle or the Performance Cycle
immediately preceding the most recent Performance Cycle in the 12 month period immediately
preceding the Change of Control.




(d) Insurance Benefits. For a 36 month period after the date the employment is
terminated, the Corporation will arrange to provide to the Executive at the Corporation’s
expense, with:




(1) Health Care. Health care coverage comparable to that in effect for
the Executive immediately prior to the termination (or, if more favorable to the
Executive, that furnished generally to salaried employees of the Corporation),
including, but not limited to, hospital, surgical, medical, dental, prescription,
and dependent coverage. Upon the expiration of the health care benefits required to
be provided pursuant to this subsection 4(d), the Executive shall be entitled to the
continuation of such benefits under the provisions of the Consolidated Omnibus
Budget Reconciliation Act. Health care benefits otherwise receivable by the
Executive pursuant to this subsection 4(d) shall be reduced to the extent comparable
benefits are actually received by the Executive from a subsequent employer during
the 36 month period following the date the employment is terminated and any such
benefits actually received by the Executive shall be reported by the Executive to
the Corporation.




(2) Life Insurance. Life and accidental death and dismemberment
insurance coverage (including any supplemental coverage, purchase opportunity, and
double indemnity for accidental death that was available to the Executive) equal
(including policy terms) to that in effect at the time Notice of Termination is
given (or on the date the employment is terminated if no Notice of Termination is
required) or, if more favorable to the Executive, equal to that in effect at the
date the Change of Control occurs.




In the event the Executive’s participation in any such plan or program is not
permitted, the Corporation will directly provide, at its discretion and at no after-tax cost
to the Executive, either (1) the benefits to which the Executive would be entitled under
such plans and programs, or (2) a lump-sum cash payment equal to the after-tax value of the
benefits.




(e) Retirement Benefits. The Executive will be entitled to receive retirement benefits
as provided herein, so that the total retirement benefits the Executive receives from the
Corporation will approximate the total retirement benefits the Executive would have received
under all (qualified and nonqualified) retirement plans (which shall not include severance
plans) of the Corporation in which the Executive participates were the Executive fully
vested under such retirement plans and had the Executive continued in the employ of the
Corporation for 36 months following the date of the Executive’s termination or until the
Executive’s Retirement, if earlier (provided that such additional period shall be inclusive
of and shall not be in addition to any period of service credited under any severance plan
of the Corporation). The benefits specified in this subsection will include all ancillary
benefits, such as early retirement and survivor rights and benefits available at retirement.
The amount payable to the Executive or the Executive’s beneficiaries under this subsection
shall equal the excess of (1) the retirement benefits that would be paid to the Executive or
the Executive’s beneficiaries, under all retirement plans of the Corporation in which the
Executive participates if (A) the Executive were fully vested under such plans, (B) the 36
month period (or the period until the Executive’s Retirement, if less) following the date of
the Executive’s termination were added to the Executive’s credited service under such plans,
(C) the terms of such plans were those most favorable to the Executive in effect at any time
during the period commencing prior to the Change of Control and ending on the date of Notice
of Termination (or on the date employment is terminated if no Notice of Termination is
required), and (D) the Executive’s highest average annual compensation as defined under such
retirement plans and was calculated as if the Executive had been employed by the
Corporation for a 36 month period (or the period until the Executive’s Retirement, if
earlier) following the date of the Executive’s termination and had the Executive’s
compensation during such period been equal to the Executive’s compensation used to calculate
the Executive’s benefit under subsections 4(a), 4(b), and 4(c); over (2) the retirement
benefits that are payable to the Executive or the Executive’s beneficiaries under all
retirement plans of the Corporation in which the Executive participates. These retirement
benefits specified in this subsection are to be provided on an unfunded basis, are not
intended to meet the qualification requirements of Section 401 of the Code, and shall be
payable solely from the general assets of the Corporation. These retirement benefits shall
be payable (1) in respect of any benefits provided with reference to a qualified plan, at
the time and in the manner provided in the Corporation’s Supplemental Retirement Income
Plan, or (2) in respect of any other benefits, at the time and in the manner provided in the
Corporation’s Supplemental Retirement Income Plan or any other excess or supplemental
retirement plans to which they relate..




(f) Outplacement. The Corporation shall pay all fees for outplacement services for the
Executive up to a maximum equal to 15% of the Executive’s Annual Base Salary used to
calculate the Executive’s benefit under subsection 4(a), plus provide a travel expense
account of up to $5,000 to reimburse job search travel; provided that such outplacement
benefits shall end not later than the last day of the second calendar year that begins after
the date of termination.




(g) Stock and Incentive Plans. Stock, stock options, restricted stock, restricted
stock units, and other awards pursuant to Stock and Long-Term Incentive Plans held by the
Executive become exercisable upon a Change of Control according to the terms of the
Corporation’s Stock and Incentive Plans as interpreted by the Corporation’s Compensation
Committee as such Committee existed immediately prior to the Change of Control.



In computing and determining Severance Benefits under subsections 4(a), (b), (c), (d), (e),
(f), and (g) above, a decrease in the Executive’s salary, incentive bonus potential, or insurance
benefits shall be disregarded if such decrease occurs within six months before a Change of Control,
is in contemplation of such Change of Control, and is taken to avoid the effect of this Agreement
should such action be taken after such Change of Control. In such event, the salary, incentive
bonus potential, and/or insurance benefits used to determine Severance Benefits shall be that in
effect immediately before the decrease that is disregarded pursuant to this Section 4.



The Severance Benefits provided in subsections 4(a), (b), and (c) above shall be paid not
later than 45 business days following the date the Executive’s employment terminates (or, in the
event of an Anticipatory Termination, not later than 45 business days following the related Change
in Control).



(h) Section 409A of the Code.




(1) General. It is intended that this Agreement shall comply with the provisions of
Section 409A of the Code and the Department of the Treasury (the “Department”) Regulations
relating thereto, or an exemption to Section 409A of the Code. Any payments that qualify
for the “short-term deferral” exception or another exception under Section 409A of the Code
shall be paid under the applicable exception. For purposes of the limitations on
nonqualified deferred compensation under Section 409A of the Code, each payment of
compensation under this Agreement shall be treated as a separate payment of compensation for
purposes of applying the Section 409A of the Code deferral election rules and the exclusion
under Section 409A of the Code for certain short-term deferral amounts. All payments to be
made upon a termination of employment under this Agreement may only be made upon a
“separation from service” under Section 409A of the Code. In no event may the Executive,
directly or indirectly, designate the calendar year of any payment under this Agreement.
Within the time period permitted by the applicable Department Regulations (or such later
time as may be permitted under Section 409A or any IRS or Department rules or other guidance
issued thereunder), the Corporation may, in consultation with the Executive, modify the
Agreement in order to cause the provisions of the Agreement to comply with the requirements
of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the
Executive pursuant to Section 409A of the Code.




(2) In-Kind Benefits and Reimbursements. Notwithstanding anything to the contrary in
this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall
be made or provided in accordance with the requirements of Section 409A of the Code,
including, where applicable, the requirement that (A) any reimbursement is for expenses
incurred during the Executive’s lifetime (or during a shorter period of time specified in
this Agreement); (B) the amount of expenses eligible for reimbursement, or in kind benefits
provided, during a calendar year may not affect the expenses eligible for reimbursement, or
in kind benefits to be provided, in any other calendar year; (C) the reimbursement of an
eligible expense will be made no later than the last day of the calendar year following the
year in which the expense is incurred; and (D) the right to reimbursement or in kind
benefits is not subject to liquidation or exchange for another benefit.




(3) Delay of Payments. Notwithstanding any other provision of this Agreement to the
contrary, if the Executive is considered a “specified employee” for purposes of Section 409A
of the Code (as determined in accordance with the methodology established by the Corporation
as in effect on the date of termination), (A) any payment that constitutes nonqualified
deferred compensation within the meaning of Section 409A of the Code that is otherwise due
to the Executive under this Agreement during the six-month period following his separation
from service (as determined in accordance with Section 409A of the Code) shall be
accumulated and paid to Executive on the first business day of the seventh month following
his separation from service (the “Delayed Payment Date”) and (B) in the event any equity
compensation awards held by the Executive that vest upon termination of the Executive’s
employment constitute nonqualified deferred compensation within the meaning of Section 409A
of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of
such awards shall be made on the earliest permissible payment date (including the Delayed
Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be
delivered or paid. The Executive shall be entitled to interest on any delayed cash payments
from the date of termination to the Delayed Payment Date at a rate equal to the applicable
federal short-term rate in effect under Code Section 1274(d) for the month in which the
Executive’s separation from service occurs. If the Executive dies during the postponement
period, the amounts and entitlements delayed on account of Section 409A of the Code shall be
paid to the personal representative of his estate on the first to occur of the Delayed
Payment Date or 30 days after the date of the Executive’s death.




(i) EESA. The Corporation and the Executive mutually acknowledge that the terms of
this Agreement are intended to comply with any requirements that may apply under any
applicable law, including the Emergency Economic Stabilization Act of 2008 (“EESA”). The
Executive acknowledges, understands and agrees that the Executive is subject to the
provisions of EESA and the rules, regulations and guidance issued thereunder (including
without limitation the rules issued by the Department under Interim Rule 31 CFR Part 30)
(the “EESA Guidance”) for as long as the Department or any other government entity holds any
of the Company’s equity or debt pursuant to the terms of EESA and the EESA Guidance.
Accordingly, the parties agree that the provisions of Section 8(b) of the Employment
Agreement between the Corporation and the Executive, dated as of January 14, 2009, are
incorporated into this Agreement, as if restated herein in their entirety.



5. Tax Gross-Up. If any Severance Benefit or other benefit paid or provided under Section 4,
or the acceleration of stock option vesting, or the payment or distribution of any Employee
Benefits or similar benefits are subject to excise tax pursuant to Section 4999 of the Code (or any
similar federal or state excise tax), the Corporation shall pay to the Executive such additional
compensation as is necessary (after taking into account all federal, state, and local income taxes
payable by the Executive as a result of the receipt of such additional compensation) to place the
Executive in the same after-tax position he would have been in had no such excise tax (or any
interest or penalties thereon) been paid or incurred with respect to any of such amounts (the “Tax
Gross-Up”). The Corporation shall pay any Tax Gross-Up at the time when the Corporation withholds
such excise tax from any payments to the Executive; provided, however, that, the Tax Gross-Up shall
in all events be paid no later than the end of the Executive’s taxable year next following the
Executive’s taxable year in which the excise tax on a payment is remitted to the Internal Revenue
Service or any other applicable taxing authority. The calculation of the Tax Gross-Up shall be
approved by the Corporation’s independent certified public accounting firm engaged by the
Corporation immediately prior to the Change in Control and the calculation shall be provided to the
Executive in writing. The Executive shall then be given 15 days, or such longer period as the
Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the
Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree
within an additional 45 days, the arbitration provisions of Section 11 shall control. The
Corporation shall reimburse the Executive for all reasonable legal and accounting fees incurred
with respect to the calculation of the Tax Gross-Up and any disputes related thereto. The
Company’s obligation to make the Tax Gross-Up under this Section 5 shall not be conditioned upon
the Executive’s termination of employment.



For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation in the calendar
year in which the Tax Gross-Up is to be made and state and local income taxes at the highest
marginal rates of taxation in the state and locality of the Executive’s residence on the date of
termination.



If the excise tax is subsequently determined to be less than the amount taken into account
hereunder at the time of termination of employment, the Executive shall repay to the Corporation at
the time the reduction in excise tax is finally determined, the portion of the Tax Gross-Up
attributable to such reduction. Notwithstanding the Executive’s acceptance or rejection of the Tax
Gross-Up calculation, if the excise tax is determined to exceed the amount taken into account
hereunder at the time of termination of employment, the Corporation shall make an additional Tax
Gross-Up payment to the Executive in respect of such excess at the time the amount of such excess
is finally determined.



6. Withholding of Taxes. The Corporation may withhold from any amounts payable under this
Agreement all federal, state, city, or other taxes as required by law provided that any stock
withheld will only be withheld at the minimum statutory rates.



7. Release of Corporation by Executive. As a condition of receiving the payments and benefits
set forth in this Agreement, the Executive will be required to execute and not revoke a Release in
the form of an agreement prescribed by the Corporation within 45 business days following
termination of the Executive’s employment (or, in the event of an Anticipatory Termination, not
later than 45 business days following the related Change in Control). In the event the Executive
fails or refuses to execute a Release when requested by the Corporation under the terms of this
Agreement, then the Executive will not be entitled to receive Severance Benefits under this
Agreement, and Corporation will have no obligation to pay the Executive Severance Benefits under
this Agreement in the event of a Change in Control of the Corporation.



8. Acknowledgement. The Corporation hereby acknowledges that it will be difficult and may be
impossible for the Executive to find reasonably comparable employment, or to measure the amount of
damages which the Executive may suffer as a result of termination of employment hereunder.
Accordingly, the payment of the Severance Benefits by the Corporation to the Executive in
accordance with the terms of this Agreement is hereby acknowledged by the Corporation to be
reasonable and will be liquidated damages, and the Executive will not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings, or other benefits from any source whatsoever create any
mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or
otherwise, except for a reduction in health insurance coverage as provided in subsection 4(d)(1).
The Corporation shall not be entitled to set off or counterclaim against amounts payable hereunder
with respect to any claim, debt, or obligation of the Executive.



9. Enforcement Costs; Interest. The Corporation is aware that, upon the occurrence of a
Change in Control, the Board or a stockholder of the Corporation may then cause or attempt to cause
the Corporation to refuse to comply with its obligations under this Agreement, or may cause or
attempt to cause the Corporation to institute, or may institute, litigation, arbitration, or other
legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to
take, other action to deny the Executive the benefits intended under this Agreement. In these
circumstances, the purpose of this Agreement could be frustrated. It is the intent of the
Corporation that the Executive not be required to incur the expenses associated with the
enforcement of the Executive’s rights under this Agreement by litigation, arbitration, or other
legal action nor be bound to negotiate any settlement of the Executive’s rights hereunder under
threat of incurring such expenses because the cost and expense thereof would substantially detract
from the benefits intended to be extended to the Executive under this Agreement. Accordingly, if
following a Change in Control it should appear to the Executive that the Corporation has failed to
comply with any of its obligations under this Agreement, including the proper calculation of the
Tax Gross-Up, or in the event that the Corporation or any other person takes any action to declare
this Agreement void or unenforceable, or institute any litigation or other legal action designed to
deny, diminish, or to recover from the Executive, the benefits intended to be provided to the
Executive hereunder, the Corporation irrevocably authorizes the Executive from time to time to
retain counsel (legal and accounting) of the Executive’s choice at the expense of the Corporation
as provided in this Section 9 to represent the Executive in connection with the calculation of the
Tax Gross-Up, or the initiation or defense of any litigation or other legal action, whether by or
against the Corporation or any director, officer, stockholder, or other person affiliated with the
Corporation. Notwithstanding any existing or prior attorney-client relationship between the
Corporation and such counsel, the Corporation irrevocably consents to the Executive entering into
an attorney-client relationship with such counsel, and in that connection the Corporation and the
Executive agree that a confidential relationship shall exist between the Executive and such
counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive
as provided in this Section shall be paid or reimbursed to the Executive by the Corporation on a
regular, periodic basis upon presentation by the Executive of a statement or statements prepared by
such counsel in accordance with its customary practices. In any action involving this Agreement,
the Executive shall be entitled to prejudgment interest on any amounts found to be due him from the
date such amounts would have been payable to the Executive pursuant to this Agreement at an annual
rate of interest equal to the prime commercial rate in effect at The Huntington National Bank or
its successor from time to time during the prejudgment period plus 4 percent.



10. Indemnification. From and after the earliest to occur of a Change of Control or
termination of employment, the Corporation shall (a) for a period of five years after such
occurrence, provide the Executive (including the Executive’s heirs, executors, and administrators)
with coverage under a standard directors’ and officers’ liability insurance policy at the
Corporation’s expense, and (b) indemnify and hold harmless the Executive, to the fullest extent
permitted or authorized by the law of the State of Maryland as it may from time to time be amended,
if the Executive is (whether before or after the Change of Control) made or threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that the Executive is or was a
director, officer, or employee of the Corporation or any Subsidiary, or is or was serving at the
request of the Corporation or any Subsidiary as a director, trustee, officer, or employee of a
bank, corporation, partnership, joint venture, trust, or other enterprise. The indemnification
provided by this Section 10 shall not be deemed exclusive of any other rights to which the
Executive may be entitled under the charter or bylaws of the Corporation or of any Subsidiary, or
any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in
the Executive’s official capacity and as to action in another capacity while holding such office,
and shall continue as to the Executive after the Executive has ceased to be a director, trustee,
officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of
the Executive.



11. Arbitration. The initial method for resolving any dispute arising out of this Agreement
shall be nonbinding arbitration in accordance with this Section. Except as provided otherwise in
this Section, arbitration pursuant to this Section shall be governed by the Commercial Arbitration
Rules of the American Arbitration Association. A party wishing to obtain arbitration of an issue
shall deliver written notice to the other party, including a description of the issue to be
arbitrated. Within 15 days after either party demands arbitration, the Corporation and the
Executive shall each appoint an arbitrator. Within 15 additional days, these two arbitrators shall
appoint the third arbitrator by mutual agreement; if they fail to agree within this 15 day period,
then the third arbitrator shall be selected promptly pursuant to the rules of the American
Arbitration Association for Commercial Arbitration. The arbitration panel shall hold a hearing in
Columbus, Ohio, within 90 days after the appointment of the third arbitrator. The fees and
expenses of the arbitrator, and any American Arbitration Association fees, shall be paid by the
Corporation. Both the Corporation and the Executive may be represented by counsel (legal and
accounting) and may present testimony and other evidence at the hearing. Within 90 days after
commencement of the hearing, the arbitration panel will issue a written decision; the majority vote
of two of the three arbitrators shall control. The majority decision of the arbitrators shall not
be binding on the parties, and the parties may pursue other available legal remedies if the parties
are not satisfied with the majority decision of the arbitrator. The Executive shall be entitled to
seek specific performances of the Executive’s rights under this Agreement during the pendency of
any dispute or controversy arising under or in connection with this Agreement.



12. Employment Rights. This Agreement sets forth the Severance Benefits payable to the
Executive in the event the Executive’s employment with the Corporation is terminated under certain
conditions specified in Section 3. This Agreement is not an employment contract nor shall it
confer upon the Executive any right to continue in the employ of the Corporation or its
Subsidiaries and shall not in any way affect the right of the Corporation or its Subsidiaries to
dismiss or otherwise terminate the Executive’s employment at any time with or without cause.



13. Arrangements Not Exclusive. The specific benefit arrangements referred to in this
Agreement are not intended to exclude the Executive from participation in or from other benefits
available to executive personnel generally or to preclude the Executive’s right to other
compensation or benefits as may be authorized by the Board at any time. The provisions of this
Agreement and any payments provided for hereunder shall not reduce any amounts otherwise payable,
or in any way diminish the Executive’s existing rights, or rights which would accrue solely as the
result of the passage of time under any compensation plan, benefit plan, incentive plan, stock
option plan, employment agreement, or other contract, plan, or arrangement except as may be
specified in such contract, plan, or arrangement. Notwithstanding anything to the contrary in this
Section 13, the Severance Benefits provided in Section 4 are in lieu of any benefits to which the
Executive would be entitled following the termination of his employment pursuant to any Employment
Agreement or pursuant to the Corporation’s Transition Pay Plan or any successor to or replacement
of such Plan.



14. Termination. Except for termination of employment described in Section 3, this Agreement
shall terminate if the employment of the Executive with the Corporation shall terminate prior to a
Change in Control. For purposes of this Agreement, the Executive’s employment will be considered
terminated if the Executive is informed prior to a Change in Control that the Executive’s
employment is terminated under the terms of Corporation’s Transition Pay Plan, and such termination
was not in contemplation of a Change of Control. In these circumstances, this Agreement shall
terminate on the Executive’s last day of active employment, and the Executive will not be eligible
for payments or benefits under this Agreement while receiving or while eligible to receive pay or
benefits under the Transition Pay Plan, or at any time thereafter.



15. Successors; Binding Agreements. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees. The Executive’s rights and benefits under
this Agreement may not be assigned, except that if the Executive dies while any amount would still
be payable to the Executive hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement, to
the beneficiaries designated by the Executive to receive benefits under this Agreement in a writing
on file with the Corporation at the time of the Executive’s death or, if there is no such
beneficiary, to the Executive’s estate. The Corporation will require any successor (whether direct
or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the
business and/or assets of the Corporation (or of any division or Subsidiary thereof employing the
Executive) to expressly assume and agree to perform this Agreement in the same manner and to the
same extent that the Corporation would be required to perform it if no such succession had taken
place. Failure of the Corporation to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Corporation in the same amount and on the same terms to which
the Executive would be entitled hereunder if the Executive terminated employment for Good Reason
following a Change of Control.



16. No Vested Interest. Neither the Executive nor the Executive’s beneficiaries shall have
any right, title, or interest in any benefit under this Agreement prior to the occurrence of the
right to the payment of such benefit.



17. Notice. For the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered personally or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the such addresses as each party may designate from time to time to the other
party in writing in the manner provided herein. Unless designated otherwise notices to the
Corporation should be sent to the Corporation at:




Huntington Bancshares Incorporated



41 South High Street



Columbus, Ohio 43215



Attention: Cindy Rohletter/Corporate Compensation



Until designated otherwise, notices shall be sent to the employee at the address indicated on the
Beneficiary Designation and Notice form attached hereto as Exhibit A. If the parties by mutual
agreement supply each other with telecopier numbers for the purposes of providing notice by
facsimile, such notice shall also be proper notice under this Agreement. Notice sent by certified
or registered mail shall be effective two days after deposit by delivery to the U.S. Post Office.



18. Savings Clause. If any payments otherwise payable to the Executive under this Agreement
are prohibited or limited by any statute or regulation in effect at the time the payments would
otherwise be payable, including, without limitation, any regulation issued by the Federal Deposit
Insurance Company (the “FDIC”) that limits executive change of control payments that can be made by
an FDIC insured institution or its holding company if the institution is financially troubled (any
such limiting statute or regulation a “Limiting Rule”):




(a) Corporation will use its best efforts to obtain the consent of the appropriate
governmental agency (whether the FDIC or any other agency) to the payment by Corporation to
the Executive of the maximum amount that is permitted (up to the amounts that would be due
to the Executive absent the Limiting Rule); and




(b) the Executive will be entitled to elect to have apply, and therefore to receive
benefits directly under, either (i) this Agreement (as limited by the Limiting Rule) or (ii)
any generally applicable Corporation severance, separation pay, and/or salary continuation
plan that may be in effect at the time of the Executive’s termination.



Following any such election, the Executive will be entitled to receive benefits under this
agreement or plan elected only if and to the extent the agreement or plan is applicable and subject
to its specific terms.



19. Amendment; Waiver. The Corporation may amend, without the approval of the Executive, any
provision of this Agreement to the extent necessary to comply with Section 409A of the Code so as
to avoid any penalty or excise tax from being levied on the Executive; provided, however, that the
Corporation may not decrease the amount of any benefit the Executive is entitled to receive under
this Agreement without the Executive’s consent. Regarding any other amendment, the Corporation may
not amend or modify this Agreement, and no provision may be waived, unless such amendment,
modification, or waiver is agreed to in writing and signed by the Executive and the Corporation.



20. Validity. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain
in full force and effect.



22. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and the same instrument.



23. Governing Law. Except as otherwise provided, this Agreement shall be governed by the laws
of the State of Ohio, without giving effect to any conflict of law provisions.



In witness whereof, the parties have signed this Agreement as of the day and year
written above.




CORPORATION:




HUNTINGTON BANCSHARES INCORPORATED AND SUBSIDIARIES



	 	 	 
	January 14, 2009

	 	/s/ David L. Porteous
	 

	 	 
	Date

	 	DAVID L. PORTEOUS

LEAD DIRECTOR
	
 
	 	EXECUTIVE:
	January 14, 2009

	 	/s/ Stephen D. Steinour
	 

	 	 
	Date

	 	STEPHEN D. STEINOUR






1




Exhibit A



Beneficiary Designation and Notice Form




Beneficiary Designation



In the event of my death, I direct that any amounts due me under the Agreement to which this
Beneficiary Designation is attached shall be distributed to the person designated below. If no
beneficiary shall be living to receive such assets they shall be paid to the administrator or
executor of my estate.



Notice



Until notified otherwise, pursuant to Section 17 of the Agreement, notices should be sent to
me at the following address




Street Address




City, State and Zip Code



Date STEPHEN D. STEINOUR




Beneficiary




Relationship to Executive




2